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2017 (10) TMI 982 - HC - Companies LawMembers Voluntary winding up - Held that - Upon the scrutiny of the records submitted by the Voluntary Liquidator, Official Liquidator, Delhi attached to this Court is satisfied that the Company, its directors and the Voluntary Liquidator have complied with the provisions of Sections 484 to 497 of the Companies Act 1956 read with Companies(Court) Rules, 1959 as they relate to the Members Voluntary winding up of a company and also in view of the facts that the Registrar of Companies and Income Tax Department have given their NOCs for dissolution of company. Further Official Liquidator has not received any complaint of representation against the Voluntary Liquidator, and the Official Liquidator is of the opinion and of the view that including liquidation proceedings and affairs of the Company does not appear to have been conducted in a manner prejudicial to the interest of its member or to the public interest and thus in the circumstances the Company stands dissolved from the date of submission of this petition to this Court. Ordered accordingly.
Issues:
Petition for Voluntary Winding up under section 497(6) of the Companies Act, 1956. Analysis: 1. The petitioner, the Official Liquidator, filed a petition seeking Voluntary Winding up of the company, GIP Investment Advisors India Private Limited, under section 497(6) of the Companies Act, 1956. 2. GIP Investment Adviser (India) Private Limited was incorporated with an authorized capital of &8377; 2,10,00,000 divided into 2100000 shares. The paid-up capital was &8377; 2,08,05,000 divided into 2080500 equity shares of &8377; 10 each. 3. The company's registered office was in New Delhi, falling under the jurisdiction of NCT of Delhi. The company was incorporated to conduct business as per its Memorandum of Association. 4. A special resolution was passed appointing M/S Luthra and Luthra Chartered Accountant as the Voluntary Liquidator. The declaration of solvency was filed with the Registrar of Companies, stating the company's ability to pay its debts within three years. 5. The Voluntary Liquidator fulfilled various legal requirements, such as giving notice of appointment, publishing notifications in newspapers, and filing statements of accounts before the Registrar of Companies. 6. NOCs were obtained from the Income Tax Department and the Registrar of Companies, stating no outstanding demands against the company. Affidavits were submitted by the Liquidator and ex-directors confirming the absence of dues towards various entities. 7. The Official Liquidator, after scrutinizing the records, found compliance with relevant provisions of the Companies Act and Rules. No complaints were received against the Voluntary Liquidator, and the affairs of the company were not found prejudicial. Consequently, the company was dissolved from the date of the petition submission. 8. The High Court disposed of the petition, acknowledging the dissolution of the company in accordance with the law. This detailed analysis of the judgment highlights the legal process followed for the voluntary winding up of the company and the satisfaction of legal requirements leading to the dissolution of the company.
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