Full Judgment Text
$~C-17
* IN THE HIGH COURT OF DELHI AT NEW DELHI
% Date of decision: 24.10.2019
+ CO.PET. 20/2019
KARMIC BIOSCIENCE PRIVATE LIMITED ..... Petitioner
Through Mrs. Isha Khanna, Standing Counsel
for OL.
versus
........ ..... Respondent
Through Nemo
CORAM:
HON'BLE MS. JUSTICE JYOTI SINGH
JYOTI SINGH, J. (ORAL)
1. This petition is filed under section 497(6) of the Companies Act, 1956
(herein referred to as “the Act”) by the Official Liquidator (OL), seeking
dissolution of the Company Karmic Bioscience Pvt. Ltd (in members
voluntary liquidation).
2. The said Company was incorporated under the provisions of the
Companies Act, 1956 on 07.05.2010 with the name „KARMIC
BIOSCIENCE PVT. LTD.‟ Having Corporate Identity Number
U24232DL2010PTC202384 with the authorized share capital of
Rs.3,00,000/- (Rupees Three Lacs only) divided into 30,000 (Thirty
Thousand only) equity shares of Rs.10/- (Rupees Ten) each.
CO.PET. 20/2019 Page 1 of 4
3. The registered office of the company is situated within the territory of
NCT of Delhi at 511, Jyoti Shikhar, Distt. Centre Janakpuri, New Delhi-
110058.
4. The first promoters at the time of incorporation were Mr. Anil
Shrivastava, Mr. Sandeep Amar and Mr. Ashish Bawa.
5. At the time of Members Voluntary Winding up of the petitioner
company, there were three shareholders. The directors at the time of
Members Voluntary Winding-up were Mr. Anil Shrivastava & Mrs. Vertila
Shrivastava. The financial position of the company as disclosed in the
audited balance sheets ending as on 31.03.2015 and 31.03.2014 are also
annexed to the petition.
6. The prescribed Form No. 149 for the Declaration of Solvency was
filed with the Registrar of Companies vide SRN No. C79616777 dated
23.02.2016.
7. Pursuant to the provisions of Section 484 (1) of the Act and other
applicable provisions of the Act, the Extra Ordinary General Meeting of the
Members of said company was held on 05.03.2016 and a special resolution
was passed whereby Ms. Monika Kohli was appointed as the Voluntary
Liquidator of the Company.
8. That as per the requirement of Section 485 of the Act, the Company
has published a notification in the newspapers namely “Business Standard”
in Engligh and Hindi Edition on 16.03.2016 and in “the Official Gazxette of
India” on 09.04.2016.
9. The notice of appointment of Voluntary Liquidator in Form 152 as
required under Section 516 R/W Rule 315 of the Companies (Court) Rules,
CO.PET. 20/2019 Page 2 of 4
1959 was filed with the Registrar of Companies. The Voluntary Liquidator
had also published Form 151 for his appointment as Voluntary Liquidator.
10. Further, pursuant to the provisions of Section 497 of the Act, the
Liquidator has also published Form No.155 in the newspapers namely
“Business Standard” in Hindi & English Edition on 15.02.2017 and
16.02.2017 respectively and in the Govt. Gazette on 11.03.2017 for
convening the final meeting to be held on 20.03.2017.
11. The Final Meeting of the said company was held on 20.03.2017 and
the Voluntary Liquidator filed accounts of the said Company in Form No.
156 & 157 as prescribed under Rule 329 & 331 of the Companies (Court)
Rules, 1959 for the period from 05.03.2016 to 15.02.2017 before the Official
Liquidator and the Registrar of Companies, NCT of Delhi & Haryana, New
Delhi on 24.03.2017 & 23.03.2017.
12. The Directors of the Company have furnished Indemnity Bond &
Affidavit dated12.03.2018 with the Official Liquidator undertaking as under:
“ (a) to pay and settle all lawful claims arising out of
voluntary winding up of the company. (b) to indemnify any
statutory / government authority for any such losses that
may arise pursuant to voluntary winding up of the company.
(c) to settle all lawful claims and liabilities which have not
come to my notice at this state, even after the voluntary
winding up of the Company”.
13. The Official Liquidator has received No Dues Certificate from Income
Tax Department and no objection has been received from the Registrar of
Companies.
14. The Official Liquidator is also satisfied that the necessary compliance
of Section 497 and other relevant provisions of the Act have been made and
the affairs of the said Company have not been conducted in a manner
CO.PET. 20/2019 Page 3 of 4
prejudicial to the interest of its members or to the public interest and the said
company may be dissolved.
15. In view of the foregoing and in view of the satisfaction accorded by
the OL by way of the present petition, the said company is hereby wound up
and shall be deemed to be dissolved with effect from the date of the filing of
the present petition.
16. A copy of this order be filed by the Official Liquidator with the
Registrar of Companies within the statutory period, as provided for in the
Act.
17. The petition is accordingly disposed of.
JYOTI SINGH, J
OCTOBER 24, 2019
///
CO.PET. 20/2019 Page 4 of 4