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TMI Blog2018 (8) TMI 1536X X X X Extracts X X X X X X X X Extracts X X X X ..... per S. 271(e) of the Companies Act, 2013 (hereinafter as Act). 2. The Petitioner is a R/o. 14, Sainik Farm, C-3 Lane, New Delhi - 110062. Further, the Petitioner is the Shareholder and Director of the Respondent. 3. The Respondent Company is the Company incorporated under the Companies Act, 1956 being as a Private Limited Company on 18.12.2009 with the Registrar of Companies, NCT of Delhi & Haryana (hereinafter as RoC) and having CIN : UZ9220DL2009PTC1971539. The Registered Office is situated at AB - 16, Safdarjang Enclave, Community Centre, New Delhi - 110029. 4. The RoC Master Data shows that, the Respondent Company is presently having 5 Directors namely, Mr. Rajesh Kumar Gupta, Mr. Amit Gupta, Mr. Sumit Gupta (Petitioner), Mr. Rakesh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... notice received and in turn sent the notices dated 07.04.2016 to other members of the Respondent Company for holding the AGMs. Because of non-cooperation by the other Members the AGMs could not be convened. 12. Consequently, the RoC had initiated the prosecution proceedings for non-filing of Annual Returns and Balance Sheets in Tis Hazari Court, New Delhi on 09.05.2016. 13. The Petitioner with an intent to comply with the Statutory Requirements has made one more attempt to call and convene the Board meeting on 29.03.2017 and accordingly had sent notices for the same on 21.03.2017 along with the Agenda for the meeting. But the non-cooperation from the side of other Members continued. As a result there was non-compliance of Statutory requi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Petitioner, with no other option left, has preferred this Petition praying for the Winding-up of the Respondent Company. 21. Further that, the RoC had issued a Notice in March 2017 for Strike-off of the name of Respondent Company from the Register maintain by it however, the name had not been Strike-off. 22. Further that, since, the CLB in its Final Order had remarked as 'there is nothing left in the company' and also the other group of Director is negligent in continuing the business of the Respondent Company, it would be 'just and equitable' to pass an order for winding-up of the Respondent Company. 23. The Petitioner has also relied upon the decision of the Hon'ble Delhi High Court in the case of Draegerwerk Aktiengesellschaft v. Ush ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... since incorporation. This factual position transpires that, the Respondent Company is not carrying-on business. We have also found that the Respondent Company does not have any liabilities upon it, neither any charge is registered with the RoC over the Respondent Company. 29. That, we have also perused the provisions of S. 248 (1) (a) of the Act and found that when the Company fails to commence its business within one year of incorporation then the Company's name shall be strike-off from the Register of RoC. Admitted position in this case is that since incorporation the business could be commenced. 30. That, in the present case it is an accepted position that the Respondent Company has not engaged in the business and also there is a dead ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . Therefore, on just and equitable ground it is also purposeful not to appoint any liquidator. Instead the Petitioner shall furnish the relevant data before the RoC and the RoC shall examine the latest position of the Company. If in the Balance Sheet some changes are recorded, he shall intimate this Bench for requisite directions within 30 Days on receipt of this Order, otherwise the RoC shall dissolve the Respondent Company by Winding-up from its records. 33. After giving the direction on the issue of Assets and Liabilities of the Respondent Company, one more direction is yet to be passed, hence, directions now issued U/s. 274 of the Act that the RoC shall also take due cognizance of the proceedings, if any. pending and shall expedite for ..... X X X X Extracts X X X X X X X X Extracts X X X X
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