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2018 (3) TMI 1294 - HC - Companies LawVoluntary Winding up - Held that - OL has scrutinized the records submitted by the Voluntary Liquidator, and has recorded satisfaction that necessary compliances of Sections 484 to 497 and other relevant provisions of the Act read with the Companies (Court) Rules, 1959 have been made, and that the affairs of the said Company have not been conducted in a manner prejudicial to the interest of its members or to the public. The OL, in these circumstances, has sought dissolution of the said Company from the date of filing of the petition i.e. 25.01.2018. Due compliances have been observed with by the Voluntary Liquidator and the Directors of the said Company, and resultantly a satisfaction has been recorded by the OL that all necessary compliances under the Act have been met by them. In view of the same, the said Company is ordered to be dissolved with effect from 25.01.2018, i.e. from the date of the filing of the present company petition. Copy of this Order be filed by the OL with the concerned ROC within the statutory period as per the Act.
Issues:
1. Petition filed under Section 497(6) of the Companies Act, 1956 for Voluntary Winding up of the company. 2. Incorporation details and business activities of the company. 3. Appointment of Voluntary Liquidator and passing of special resolution. 4. Filing of necessary forms and notifications by the Voluntary Liquidator. 5. Approval of accounts and payments made to shareholders. 6. Receipt of No Objection Certificates and filing of Indemnity Bond. 7. Scrutiny of records by the Official Liquidator and seeking dissolution of the company. Analysis: 1. The petition was filed under Section 497(6) of the Companies Act, 1956 for the Voluntary Winding up of the company, M/s AVTAR MANUFACTURING PRIVATE LIMITED. The company was incorporated on 02.02.2012 and engaged in manufacturing and dealing in stationary items. It had an authorized share capital of &8377; 25,00,000 divided into equity shares. The registered office was situated in Delhi. 2. The company had three directors at the time of passing the special resolution for Voluntary Winding up. A Voluntary Liquidator was appointed, and a Declaration of Solvency was executed by the Board of Directors. The company's assets and liabilities were declared, and necessary forms were filed with the Registrar of Companies (ROC). 3. The Voluntary Liquidator filed required forms and notifications with the ROC and published notices of appointments in newspapers and the Official Gazette. The Final Extraordinary General Meeting was held to approve the accounts related to the winding up of the company. 4. Post the meeting, accounts were filed by the Voluntary Liquidator showing payments made to shareholders after deducting expenses. No Objection Certificates were received from the ROC and the Income Tax Department. An Indemnity Bond was filed, and affidavits were submitted by the directors stating no dues towards various authorities. 5. The Official Liquidator scrutinized the records and found necessary compliances under the Act were met. A satisfaction was recorded that the company's affairs were not conducted prejudicially. The Official Liquidator sought dissolution of the company from the date of filing the petition. 6. Due compliances were observed by the Voluntary Liquidator and the Directors, leading to the company's dissolution with effect from the date of filing the petition. The Official Liquidator was directed to file a copy of the order with the ROC within the statutory period. The petition was disposed of accordingly.
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