The court's decision was influenced by the company's compliance with the requirements for voluntary winding up and dissolution under Section 497(6) of the Companies Act, 1956.

JUDGMENT

C.Hari Shankar, J. - This is a company petition, preferred under Section 497 (6) of the Companies Act, 1956. The prayer made in the petition is that the subject company, i.e. Royal & Sun Alliance It Solutions (India) Pvt. Ltd, be dissolved from the date of the filing of the instant petition, i.e. 22 nd March, 2021.

2. The record shows that the subject Company was incorporated on 18 th May, 1999, with the Registrar of Companies, NCT of Delhi and Haryana. The Corporate Identity Number of the Company is U72200DLl999PTC099798. The registered office of the subject Company is stated to be situated within the territory of the NCT of Delhi, at Apartment 5-7 10, Hailey Road, New Delhi 110001.

3. The authorised share capital of the company is Rs.10,00,00,000/- (Rs. Ten Crore Only) divided into Equity shares of Rs. 10/- (Rs. Ten) each. The record shows that Royal & Sun Alliance Insurance PLC holds 5,85,29,190 shares and Royal Insurance Holding PLC holds 10 shares.

4. The directors of the Company in issue, as on the date of passing the resolution of voluntary winding up, were Antony Jacob, Jeffery Stephen Kehoe, Christopher John Ronald Rash, Ajay Nair and Malti Jaiswal.

5. The Board of Directors of the Company, in their meeting held on 06th February, 2006, executed and approved a declaration of solvency under Section 488, which stated that after having made a full inquiry into the affairs of the company, an opinion had been formed by the board of directors that the company would be able to pay its debts within a period of 6 months from the commencement of the winding up. The declaration of solvency was accompanied with a statement of the company's assets and liabilities as on 31st December, 2005, being the latest practicable date before making of their declaration. The said declaration was filed with the Registrar of Companies, NCT of Delhi & Haryana, New Delhi, in Form 149, as prescribed under Rule 313 of the Companies (Court) Rules, 1959 and Section 488 of the Companies Act, 1956, on 20th February, 2006.

6. An extra-ordinary general meeting of the members of the Company was held on 03 rd March, 2006, at the registered office of the Company, where a special resolution for the voluntary liquidation of the company was passed and one Ms. Rachna Sethi was appointed as the Voluntary Liquidator of the Company.

7. The notification of the appointment of the Voluntary Liquidator, as required under Section 516 of the Companies Act, 1956, read with Rule 315 of the Companies (Court) Rules, 1959 in Form No. 151, was published in the Official Gazette on 01st April, 2006 and in the newspaper 'Veer Arjun' on 11th March, 2006. Further, the Voluntary Liquidator had filed notice of his appointment, in Form 152, with the Registrar of Companies, on 06th March, 2006.

8. The extra-ordinary general meeting of the members of the Company was again held on 20 th May, 2006, and Mr. S. Balachander was appointed as the voluntary liquidator, to replace Ms. Rachna Sethi who had resigned as the voluntary liquidator. The notification of the appointment of the Voluntary Liquidator, as required under Section 516 of the Companies Act, 1956, read with Rule 315 of the Companies (Court) Rules, 1959 in Form No. 151, was published in the Official Gazette on 17th June, 2006 and in the newspaper 'Veer Arjun' on 31st May, 2006. Further, the Voluntary Liquidator had filed notice of his appointment, in Form 152, with the Registrar of Companies, on 22nd May, 2006.

9. The Voluntary Liquidator, as required under Section 497 of the Companies Act, 1956, read with Rule 329, published the notification, in Form No. 155, regarding the holding of the final general meeting, on 10 th February, 2021, in the newspapers, "Financial Express"(English edition) and "Jansatta" (Hindi edition) on 01st January, 2021 and in the Official Gazette on 23rd January, 2021.

10. The final extraordinary general meeting of the Company was held on 10 th February, 2021.

11. The Voluntary Liquidator has filed accounts of