In Re: M/s Elecimport India Private Limited

Indermeet Kaur, J.—The Official Liquidator seeks a winding up and dissolution of the Company M/s Elecimport India Pvt. Ltd. (hereinafter referred to as the Company) u/s 497(6) of the Companies Act, 1956. The Company was incorporated on 10.02.2006 with an authorized share capital of Rs. 5,00,000/- divided into Rs. 50,000/- equity share of Rs. 10/- each. Paid up capital of the Company as per balance sheet as on 31.3.2009 is Rs. 1,00,000/- divided into 10000 equity shares of Rs. 10/-each. The Company is having its registered office at 190, SFS Flats, Hauz Khas, New Delhi. The Company was carrying on the business of rendering services pertaining to facilitation of procurement of electrical products from India and raw material, liaisoning and contacting agent between customers or purchasers and Indian supplier in order to facilitate the sourcing of electrical products including raw materials for manufacture of electrical products. As per clause of the memorandum of association and articles of association of the Company the following were the promoters, directors and subscribers in respect of following number of shares:

S. No.

Name

AS

Address

No. of Equity

Shares

1

Elecimpport SA

Body Corporate through its representative Mr. Andrew Whitlow 29A Ch de L� Ochettaz Switzerland Accountant

46 Rue de Lausanne, 11110 Morges

9999

2

Mr. Andrew Whilow

As a nominee of Elecimport SA 46 RUE de Lausanne, 1110Morges, Switerland

29A Ch de L� Ochettaz1025, St Sulpice, Switzerland

1

Resolution for voluntary winding up of the Company was passed by its members on 10.7.2000. At that time it was a wholly owned subsidiary of Elecimport SA. 46 Rue De Lausanne, 1110 Morges, Switzerland holding shares through its representative Mr. Andrew Whitlow R/o 29A Ch de L" Ochettaz Switzerland. The following were the shareholders since incorporation:

S.No.

Foli NO.

Name and Address

No. of Share

1.

001

Elecimpport SA 46 Rue De Lausanne, 1110 Morges, Switzerland

No. of Share

2.

003

Joint Shareholders A) Andrew Whitlow 29 A Ch De L� Ochettaz Switzerland B) Eden Investment SA

1

Total

10000

Mr. Andrew Whitlow and Mr. Kevin Alan Davi Barnett were the directors of the company. The financial position of the company as disclosed in the audited balance sheet as on 30.4.2007, 31.3.2008 and 31.3.2009 was Rs. 12,80,384/-, Rs. 1373171/- and Rs. 985960/- respectively.

Pursuant to the provisions of Sections 484(1) and 488 of the Companies Act an extra ordinary general meeting of the members of the Company was held on 07.4.2010 at the registered office of the Company and a special resolution was passed in accordance with the provisions of Section 490(1)(b) of the Companies Act; M/s Antima & Goel, Charted Accounts was appointed as liquidator of the company; declaration of solvency was executed by Mr. Andrew Whilow and Mr. Kevin Alan Davi Barneet and approved by the Board of Directors of the company in their meeting held on 05.3.2010 and the same was filed with the office of the Registrar of Companied (ROC) in Form 149.

Voluntary Liquidator had given a notice of his appointment under Rule 315 of the Companies Act in the newspapers namely "Statesman" and "Business Standard" on 08.4.2010 and in official Gazette on 15.5.2010. Requisite filed Form No. 152 was filed before the ROC.

In compliance of provisions of Section 485(1) of the Companies Act the Liquidator had published a notification in the newspapers namely "Statesman" and "Business Standard" on 08.4.2010 respectively in respect to extra ordinary general meeting held on 07.4.2010; the said notification was published in the official Gazette on 15.4.2010. In compliance of provisions of Section 497(1) of the Companies Act the Liquidator has also published the required notification in newspapers "Statesman" in English and "Company Samachar" in Hindi on 02.2.2011 respectively for final meeting on 25.4.2011. Pursuant to the provisions of Section 497 of the Companies Act the annual general meeting was held on 25.4.2011 and the Liquidator has filed accounts of the company in Form No. 156 and 157 under Rule 329 & 331 of the Company (Court) Rules for the period 07.4.2010 to 30.10.2010 before the ROC and the Official Liquidator. Details of statement of account of winding up showing the manner of winding up and disposing of the property of the company in Form No. 156 of the Companies (Court) Rules have been given in para 13 of the petition. Voluntary Liquidator has furnished a certificate issued by the Income Tax Department confirming that no demand is pending against the said assessee (page no. 86 of paper book). The directors of the Company Mr. Andrew Whitlow and Mr. Keven Alan and the Voluntary Liquidator Mr. Ravi Bhushan Goel have also filed an affidavit dated 22.4.2011 and 07.02.2012 respectively declaring that no outstanding dues to any government department against the company and any of its directors before any court of law are there. Form 149-300310, Form 152-230410, Form 23-030510, Form 156 06-5-2011, Form 157 18-6-011 have been filed by the Liquidator with the ROC (photocopy of acknowledgment thereof is at page 90 of the paper book). The directors of the company Mr. Andrew Whitlow and Mr. Kevin Alan and the Voluntary Liquidator have also filed an indemnity bond (photocopy thereof is at page 91 of the paper book) declaring that if any dues, claims or demand arises is/are found against the company of whatsoever natures, arising directly or indirectly, whether by way of any legal proceedings or otherwise which may be brought against which the company shall be lawfully bound to pay to any government authorities or any person. Upon scrutiny of the record submitted by the voluntary Liquidator, the Official Liquidator is satisfied that the affairs of the company have not been conducted in any manner prejudicial to the interest of its members. In view of the aforesaid narration as also the submission of the official liquidator, the present prayer made is allowed. The Company is wound up and hereinafter dissolved from the date of filing of this petition. Registry is directed to send a copy of this order to ROC. Petition is disposed of in the above terms.