IN THE HIGH COURT OF KARNATAKA AT BENGALURU DATED THIS THE 23RD DAY OF APRIL, 2019 BEFORE:
THE HON’BLE MRS. JUSTICE S.SUJATHA COMPANY PETITION No. 238/2013 BETWEEN:
SUMEENDRANATH RAVINDRANATH BHATT S/O RANGANATH RAVINDRANATH BHATT AGED ABOUT 34 YEARS, RESIDING AT A14 EBONY, TATA SHERWOOD APARTMENTS, BASAVANAGAR, BANGALORE-560 037.
... PETITIONER (BY SRI. ABRAHAM P MEACHINKARA, ADVOCATE FOR SRI. SIJI M L, ADVOCATE) AND:
1. M/S WIZARDS TECHNOLOGIES PVT LTD. NO.594, FIRST FLOOR, 10TH MAIN, 6TH CROSS, JEEVAN BHEEMA NAGAR, BANGALORE-560 075.
2. SELVARAJ RAMAKRISHNAN 102A, BALAJI SAPTAGIRI APARTMENTS, BHD, HLL CORPORATE, OFFICE KUNDALAHALLI ITPL ROAD BROOK FIELDS BANGALORE-560037 NOW AT 403, USHA KIRAN APARTMENTS, HOUDIN ROAD, ULSOOR, BANGALORE-560 001.
…RESPONDENTS (BY SRI. ANISH JOHN, ADVOCATE FOR SRI. KARAN JOSEPH, ADVOCATE FOR R2; R1- NOTICE IS HELD SUFFICIENT VIDE ORDER DATED 05.03.2015.) THIS COMPANY PETITION IS FILED UNDER SECTION 433(e) (d)& (f) R/W SECTOR 439(c) OF THE COMPANIES ACT, 1956, PRAYING TO PASS THE ORDER THAT THE 1ST RESPONDENT WIZARDS TECHNOLOGIES PVT. LTD., COMPANY MAYBE WOUND UP BY THIS HON’BLE COURT UNDER SECTIONS 433(b),(d) AND (f) OF THE COMPANIES ACT, 1956; AND ETC., THIS COMPANY PETITION COMING ON FOR ORDERS, THIS DAY, THE COURT MADE THE FOLLOWING:-
O R D E R This Company Petition is filed u/s. 433 (b), (d) & (f) r/w. Sec.439(c ) of Companies Act, 1956. The reliefs claimed by the petitioner are as under:
“(i) That the 1st Respondent Wizards Technologies Pvt. Ltd., Company may be wound up by this Hon’ble Court under Sections 433 (b), (d) and (f) of the Companies Act, 1956.
(ii) That the Official Liquidator attached to this Hon’ble Court be appointed as the Liquidator of the Respondent Company;
(iii) That the costs of this petition, including the costs incurred in this connection, be awarded to the petitioner, and a provision therefore be made by making appropriate orders and grant such other and further reliefs as are just; and (iv) Such other order or orders as may be made in the premises as shall be just”.
2. A Joint Memorandum is filed by the petitioner as well as respondent No.2 and the same reads as under:
“JOINT MEMORANDUM OF THE PARTIES The Petitioner and the Respondent No.2 submit as follows:
1. The petitioner is one of the directors of the Respondent No.1 Company (hereinafter “the company”). The petitioner and the Respondent no.2 are the only shareholders of the company, each having shares to the extent of 50%.
2. The present petition came to be filed by the petitioner seeking winding up of the Company, on the ground that is just and equitable for it to be wound up.
3. The petitioner represents to the Respondent No.2 as follows:
3.1. The Company has not carried out any new business as per its objects as stated in its Memorandum of Association for over four years.
3.2. The Company has a sum of approximately Rs.17,50,000/- (Rupees Seventeen Lakh Fifty Thousand) as cash balance. That in the interests of settlement, this sum can be divided equally between the Petitioner and the Respondent No.2 subject to certain deductions as detailed hereunder.
3.3. That the Company had no other assets, debts or liabilities.
3.4. A sum of Rs.1,50,000/- (Rupees One Lakh Fifty Thousand) is to be paid as Auditor’s fee for the years 2014-2015 to 2019-20.
3.5. A sum of Rs.50,000/- (Rupees Fifty Thousand) is to be kept aside for expenses towards voluntary winding up/striking off of the Company.
3.6. After the above directions, the balance sum of Rs.15,50,000/-(Rupees Fifteen Lakh Fifty Thousand) is to be equally divided between the Petitioner and the Respondent No.2.
3.7. That the Petitioner shall ensure that all accounts are upto date, and all annual returns and financial statements including latest dues will be filed before the Registrar of Companies, Bengaluru before voluntary winding up/liquidation/striking off.
3.8. That the Petitioner wishes to amicably settle the disputes that have arisen between himself and the Respondent No.2, by dividing the available cash balance of the Company and approaching the appropriate authority for voluntary winding up/liquidation/striking off of the Company.
4. Pursuant to these representations made by the Petitioner, the Respondent No.2 agrees to amicably enter into a settlement on the following terms and conditions, without prejudice.
5. The petitioner and the Respondent No.2 shall approach the appropriate authority for voluntary winding up/liquidation/striking off as permitted under the provisions of the Companies Act, 2013. The Petitioner and the Respondent No.2 shall take all necessary steps in aid thereof and cooperate with each other to execute the necessary documents in a timely manner.
6. The Petitioner shall handover a Demand Draft for Rs.7,75,000/-(Rupees Seven Lakh Seventy Five Thousand) to the Respondent No. 2 towards his share of the cash balance of the Company, on or before 30.04.2019, failing which the present company petition shall stand revived. Further, the Petitioner and the Company shall be jointly and severally liable to the Respondent No.2 for the said sum of Rs.7,75,000/-.
Wherefore, it is prayed that this Hon’ble Court be pleased to dispose of the present petition as settled in the above terms for striking off, in the interests of justice.”
3. The petitioner as well as respondent No.2 are present before the Court and are duly identified by their respective counsel. The parties have also furnished their identity cards, copies of the same are placed on record. The parties present before the Court submit that they have voluntarily agreed to the Joint Memorandum and have subscribed their signatures. The Joint Memorandum is also signed by their respective counsel. There being no legal impediment for accepting the said Joint Memorandum, the same is placed on record.
Accordingly the company petition stands disposed of in terms of the Joint Memorandum furnished by the parties before the Court.
Sd/- JUDGE Snb/