2021 (6) TMI 30 - HC - Companies Law

Dissolution of company which underwent voluntary liquidation - HELD THAT - The conditions are satisfied that the necessary compliance of Section 497 and other relevant provisions of the Act have been made and the affairs of the said company have not been conducted in a manner prejudicial to the interest of its members or to the public interest and the said company may be dissolved. In view of the satisfaction accorded by the Official Liquidator by way of the present petition, the said company is hereby wound up and shall be deemed to be dissolved with effect from the date of the filing of the present petition i.e. 15th December, 2020 - Petition disposed off.

Summary

Issues:
Dissolution of Company ARA Hospitality Private Limited under section 497(6) of the Companies Act, 1956.

Analysis:
The petition filed by the Official Liquidator sought the dissolution of Company ARA Hospitality Private Limited under section 497(6) of the Companies Act, 1956. The company was incorporated on June 25, 2004, with an authorized capital of ?15,00,00,000. The paid-up capital was ?11,53,78,000. The registered office of the company was in NCT of Delhi. The initial promoters were Mr. Rahul Bhatia, Mr. Arun Khanna, and Mr. Anil Chanana.

During the members' voluntary winding-up, the company had five equity shareholders. The directors at that time were Mr. Arun Khanna, Mr. Anil Parashar, and Mr. Anil Chanana. The financial position of the company based on audited balance sheets ending on March 31, 2013, and March 31, 2012, was also provided.

Various voluntary liquidators were appointed during the liquidation process. After multiple resignations and appointments, Mr. Shailendra Gupta was appointed as the Voluntary Liquidator. Notifications and forms required under the Act were duly filed and published, including the Declaration of Solvency, appointment of liquidators, and notices in newspapers and gazettes.

The final meeting of the company was held on March 23, 2017, and the Voluntary Liquidator submitted the accounts as prescribed under the Companies (Court) Rules, 1959. The Official Liquidator received a No Dues Certificate from the Income Tax Department and no objection from the Registrar of Companies.

Indemnity bonds and affidavits were filed by the Voluntary Liquidator and Director undertaking the company's financial status. The Official Liquidator confirmed compliance with relevant provisions of the Act and that the company's affairs were not conducted prejudicially.

Based on the satisfaction of the Official Liquidator and the petition, the company was wound up and deemed dissolved from December 15, 2020. The Official Liquidator was directed to file a copy of the order with the Registrar of Companies within the statutory period. The petition was accordingly disposed of.