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2021 (1) TMI 1334 - HC - Companies LawDissolution of company u/s 497(6) of the Companies Act 1956 - HELD THAT - The Registrar of Companies has provided a letter dated 13th February 2020 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 contributory of the subject Company i.e. RITES Ltd. through its company secretary has submitted an indemnity bond dated 6th December 2019 undertaking to pay and settle all lawful claims arising in future after the winding up of the Company and to indemnify any person for any losses and to settle all lawful claims and liabilities which had not come to their knowledge at that stage - 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. 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. 24th December 2020. Petition disposed off.
Issues:
Company dissolution under Section 497(6) of the Companies Act, 1956. Analysis: The judgment pertains to a Company Petition filed under Section 497(6) of the Companies Act, 1956, seeking the dissolution of the petitioner Company. The Company in question, Rites Infrastructure Services Limited, was incorporated on 27th April, 2010, with a registered office in NCT of Delhi. The authorized share capital of the Company is Rs. 5,00,00,000 divided into 50,00,000 Equity shares of Rs. 10 each, with a paid-up share capital of Rs. 5,00,000. The Company's directors at the time of voluntary winding up included Hari Kumar Bali, Kamal Kishore Gupta, Alok Garg, Mallikarjuna Rao Venkata Bhadriraju, and Pramod Kumar Narang. The Board of Directors, in a meeting on 21st October, 2016, executed a declaration of solvency under Section 488, declaring the Company to have no debts. Subsequently, an extraordinary general meeting on 28th November, 2016, passed a special resolution for voluntary liquidation, appointing a Voluntary Liquidator. The necessary notifications and filings, including the appointment of the Voluntary Liquidator and holding of general meetings, were completed in compliance with the Companies Act, 1956. The Voluntary Liquidator filed the Company's accounts for the period from 28th November, 2016, to 16th September, 2019, showing recoveries, expenses incurred, and payments made during the winding-up process. Additionally, a no dues certificate was filed, confirming the absence of outstanding statutory dues and bank accounts in the Company's name. Upon enquiry, it was revealed that the Company had not filed its income tax return for the Assessment Year 2018-19, leading to uncertainty regarding income tax demands. However, an indemnity bond was provided by the holding company, RITES Ltd., to cover any future demands. The Official Liquidator confirmed that the Company's affairs were conducted in a non-prejudicial manner to the members' interests, supporting the dissolution of the Company. Considering the facts and circumstances presented, the Court allowed the petition, ordering the winding up and dissolution of the Company effective from the date of filing the petition, i.e., 24th December, 2020. The Official Liquidator was directed to file a copy of the order with the Registrar of Companies within the statutory period as per the Companies Act, 1956, thereby disposing of the petition.
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