Full Judgment Text
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* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of decision: 23.12.2019
+ CO.PET. 24/2019
KULETOS FOODS PRIVATE LIMITED
(IN VOL. LIQN.) …… Petitioner
Through: Mr. Kunal Sharma, Advocate for OL
CORAM:
HON'BLE MS. JUSTICE JYOTI SINGH
JYOTI SINGH, J. (ORAL)
1. This is a company petition, preferred under Section 497 (6) of the
Companies Act, 1956. The prayer made in the petition is that the subject
company, i.e. Kuletos Foods Private Limited, be dissolved from the date
of the filing of the instant petition.
2. The record shows that the subject Company was incorporated on
20.03.2009, with the Registrar of Companies, NCT of Delhi and Haryana.
The petition wrongly records that the date of incorporation of the
company is 05.03.1990, however the Counsel for the Official Liquidator
submits that the same is a typographical error, and that the correct date is
20.03.2009, as is reflected in the master data of the Company, annexed
with the petition. The Corporate Identity Number of the Company is
U55101DL2009PTC188677. The registered office of the subject
Company is stated to be situated within the territory of the NCT of Delhi,
at D-1/63, Rajasthali Apartments, Madhuban Chowk, Pitampura, New
Delhi – 110034.
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3. The authorised share capital of the company is Rs. 10,00,000/-
(Rupees Ten Lakhs Only), divided into 1,00,000 (One lakh only) equity
shares of Rs. 10/- each. The record shows that the paid-up capital of the
Company is Rs. 7,93,600/- (Rupees Seven Lahs, Ninety-Three Thousand,
Six Hundred Only), divided into 79,360 equity shares of Rs. 10/-, each
fully paid up. As per the records, one Dharmvir Agarwal and Sons (HUF)
held 1,350 shares and one Priyanka Agarwal held 78,010 shares.
4. The directors of the Company in issue, as on the date of passing the
resolution of voluntary winding up, were Mr. Dharamvir Agarwal and
Ms. Vijiysa Agarwal.
5. The Board of Directors of the Company, in their meeting held on
30.11.2013, executed and approved a declaration of solvency, which
stated that after having made a full inquiry into the affairs of the
company, an opinion had been formed that the company would be able to
pay its debts in full, within a period of thirty-six months from the
commencement of the winding up. The declaration of solvency was
accompanied statement of the company’s assets and liabilities as on
15.11.2013. The said declaration was filed with the Registrar of
Companies, NCT of Delhi & Haryana, New Delhi, on 30.11.2013, in
Form 149, as prescribed under Rule 313 of the Companies (Court) Rules,
1959 and Section 488 of the Companies Act, 1956.
6. An Extra-Ordinary General Meeting of the members of the
Company was held on 30.11.2013, at the registered office of the
Company, where a special resolution for the voluntary liquidation of the
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company was passed and one Mr. Arun Kumar Jain was appointed as the
Voluntary Liquidator of the Company.
7. The Voluntary Liquidator published the notification of his
appointment, as required under Section 516 of the Companies Act, 1956,
read with Rule 315 of the Companies (Court) Rules, 1959 in Form No.
151, in the Official Gazette on 04.01.2014 and in the newspaper,
‘Millennium Post’ (English edition) and ‘Hari Bhoomi (Hindi Edition),
on 11.12.2013. Further, the Voluntary Liquidator had filed notice of his
appointment, in Form 152, with the Registrar of Companies, on
06.12.2013.
8. The Voluntary Liquidator, as required under Section 497 of the
Companies Act, 1956, read with Rule 329, published the notification, in
Form No. 155, regarding the holding of the final general meeting, on
28.03.2017 in the newspapers, ‘Millennium Post’ (English edition) and
‘Hari Bhoomi (Hindi Edition) on 26.02.2017 and the Official Gazette on
06.03.2017.
9. The final extraordinary general meeting of the Company was held
on 28.03.2017.
10. The Voluntary Liquidator has filed accounts of the Company in
Form No. 156 and 157, as prescribed under Rule 329 and 331 of the
Companies (Court) Rules, 1959, for the period from 30.11.2013 to
15.02.2017 before the Registrar of Companies, NCT Of Delhi and
Haryana, on 28.03.2017, within the prescribed period. As per the
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statement of accounts of the winding up process, a total of Rs. 73,71,553/-
was recovered during the winding up process. A sum of Rs. 15,700/- was
expended towards the cost of publication of notices. A sum of Rs. 1,714/-
was expended towards government dues, Rs. 7,266/- was paid towards the
trading account, Rs. 46,877/- was paid towards dividend tax and Rs.
12,390/- was expended towards incidental expenses. A sum of Rs.
72,87,606/- was returned to the contributories.
11. The Voluntary Liquidator has furnished a no dues certificate, dated
28.03.2017, stating that the company had no outstanding dues, as on date.
12. The Voluntary Liquidator has also submitted a no dues certificate,
dated 23.04.2015, from the Income Tax Department, stating that the
subject company has no dues towards income tax.
13. The Registrar of Companies has provided a letter, dated
26.11.2019, stating that the necessary documents and forms have been
filed by the Company and that it has no objection to the dissolution of the
subject Company. The Ld. Counsel for the Official Liquidator submits
that the petition wrongly states the date of the letter, received from the
Registrar of Companies, to be 09.03.2016, and that the same is a
typographical error. He further submits that the said letter is dated
26.11.2019.
14. The Voluntary Liquidator has submitted a certificate, dated
23.07.2019, stating that the subject Company did not have any bank
accounts as on the said date.
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15. The contributories of the company, Priyanka Agarwal and
Dharamvir Agarwal, have submitted affidavits, both dated 10.10.2017,
undertaking to indemnify the concerned parties/departments/authorities of
Local/state/Central Government of India, if any dues/shortage/tax
Liabilities arise in future in relation with the Company and to pay all
lawful claims arising after the winding up of the Company.
16. The Official Liquidator has further submitted that the affairs of the
Company have been conducted in a manner, not prejudicial to the interest
of the members, and is thus of the opinion that the Company may be
dissolved with effect from the date of the filing of the petition.
17. Thus, having regard to the aforesaid facts and circumstances and
the record of the case, the prayer made in the petition is allowed and the
Company is wound up and shall be deemed to be dissolved with effect
from the date of the filing of the present petition, i.e. 03.12.2019.
18. Copy of the order be filed by the Official Liquidator with the
Registrar of Companies within the statutory period as per the Companies
Act, 1956.
19. The petition is disposed of in the aforesaid terms.
JYOTI SINGH, J
DECEMBER 23, 2019
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