MS MAHABIR INDUSTRIES vs. PRINCIPAL COMMISSIONER OF INCOME TAX

IN THE HIGH COURT OF HIMACHAL PRADESH, SHIMLA Company Petition No. 10 of 2016 Reserved on: 16.05.2018 Date of decision: 03.08.2018

In the matter of Companies Act, 1956 And In the matter of M/s Hamirpur Hire Purchase Private Limited (In Members Voluntary Winding up) Coram : The Hon’ble Mr. Justice Ajay Mohan Goel, Judge. Whether approved for reporting?1 No. For the Official Liquidator: Mr. Sanjeev Kuthiala, Advocate. Ajay Mohan Goel, J.: M/s Hamirpur Hire Purchase Private Limited was incorporated on 14/10/1991 (Forteenth October One Thousand nine hundred Ninety One) with Corporate Identity Number U65921HP1991PTC011699 under the provisions of the Companies Act, 1956 with the erstwhile Registrar of Companies (Punjab, Chandigarh and Himachal Pradesh) with the Authorised Share Capital Rs.25,00,000/- 1Whether reporters of Local Papers may be allowed to see the judgment?

2 (Rs. Twenty Five Lacs Only) divided into 25000 (Twenty Five Thousand) equity shares of Rs.100/- each. 2. On the basis of resolution passed at the extra ordinary General Meeting of the members of the company held on 04.04.2001, Shri Kashmir Singh Thakur, resident of Ward No. 8, Gandhinagar, Hamirpur, H.P., was appointed as Voluntary Liquidator of the company. As per the report submitted by the Official Liquidator under Section 497(6) of the Companies Act, 1956, each of the final settlement of account made from 04.04.2001 (commencement of winding up) to 11.04.2001 (close of winding up) and the return of final winding up in the forms prescribed under the Companies (Court) Rules, 1956 stand received in the office of the Official Liquidator on 11.06.2001. It is further mentioned in the report that paid up capital of the company as per balance sheet as on 05.03.2001 was Rs.15,06,200/- divided into 15062 equity shares of Rs. 100/- each. It is also mentioned in the report that as per the provisions of Section 484(1) and 488 of the Companies Act, 1956, an Extra Ordinary General Meeting of the members of M/s Hamirpur Hire Purchase Private Limited was held at its

3 registered office situated at Near Bus Stand, Nadaun, Distt. Hamirpur on 04.04.2001. In the said meeting, a special resolution was passed appointing Shri Kashmir Singh Thakur as Liquidator of the company. In the said meeting, declaration of Solvency and Statement on the estimated reliable value of assets and liabilities payable by the company as on 26.05.2001 were confirmed, approved and adopted and Shri Kahsmir Singh Thakur, was also authorised to exercise all or any of the powers for the purpose of winding up of the company as specified under Section 512 and 546 and as given under section (I) & clause (i) to (v) of sub section (2) of section 457 of the Companies Act 1956. 3. It is further mentioned in the report that pursuant to filing of Form No. 156 and Form No. 157 under the Companies (Court) Rules by the Voluntary Liquidator, M/s Hamirpur Hire Purchase Private Limited has passed special resolution u/s 484(1)(b) of the Companies Act, 1956 for voluntary liquidation on 04.04.2001 and submitted, with the office of official liquidator the following documents for further examination and necessary action: Copy of resolution passed

4 and filed with th Registrar of Companies u/s 484 and section 490 of the Companies Act, 1956; Names and addresses of the shareholders and their shareholding as on the date of incorporation, Certified true copy of Memorandum and articles of Association; Copy of certificate of incorporation; copies of Balance Sheets of last three years; Copies of gazette notification for the appointment of Liquidator and consent thereof; No Objection letter/ Certificate from Tax Authorities; Copy of Declaration of solvency u/s 488 of the Companies Act, 1956; Copy of newspaper cutting and publication in gazettes u/s 497 of the Companies Act, 1956 and copies of liquidator’s Statement of accounts filed u/s 497 of the Companies Act, 1956. 4. It is further mentioned in the report of the Official Liquidator that on 11.04.2001, the position of assets and liabilities has been provided by the Voluntary Liquidator Shri Kashmir Singh Thakur vide Form No. 156. It is also mentioned in the report that as per books of accounts, there are no other pending realization or payables by the Company. It is further mentioned in the report that the Official Liquidator, H.P. is

5 also the Registrar of Companies, Himachal Pradesh having (Dual Charge) and the Undersigned further states that he has no objection to the report under section 497(6) of the Companies Act, 1956 as submitted to this Hon’ble Court. 5. The Official Liquidator has also stated in his report that the company under voluntary liquidator has also filed certificate from Income Tax Department and Official Liquidator has also mentioned that as per record, the company has no litigation pending in any court either in the country or abroad. 6. On these basis, Official Liquidator has stated that it appears just and expedient that the affairs of M/s Hamirpur Hire Purchase Private Limited (In Voluntary Winding Up)) have not been conducted in a manner prejudicial to the interest of its members or to the public interest. 7. The Official Liquidator as also the Registrar of Companies has no objection with regard to the winding up of

6 the Company. The Registrar of Companies has discharged his functions by virtue of sub section (6) of Section 497 of the Act. 8. This Court is satisfied with the compliance of the statutory provisions more specifically Section 497 of the Act. Even the clearance certificate from the Income Tax Department stands issued. Quite apparently, there is no pending demand of any nature against the said Company. Also, it has not come to the fore as to whether any litigation is pending against the Company before any fora. This Court is convinced and satisfied with regard to the correctness of the report submitted by the Official Liquidator. 9. As such, there is no impediment in accepting the request made by the Official Liquidator for it can be said that it is just and expedient that the affairs of M/s Hamirpur Hire Purchase Private Limited, have not been conducted in a manner prejudicial to its members or the public and as such can be dissolved. Accordingly, the Company shall stand dissolved with effect from the date of submission of report

7 which is dated 31.3.2016 which came to be filed on 11.4.2016. 10. With the aforesaid observations, present petition stands disposed of accordingly, so also, pending application(s), if any. (Ajay Mohan Goel), August 03, 2018 Judge (BSS)