Satisfaction of necessary compliances and non-prejudicial conduct of the company's affairs are crucial for allowing voluntary winding up under the Companies Act, 1956.

JUDGMENT

C. Hari Shankar, J. - This petition is filed under Section 497(6) of The Companies Act, 1956 (herein referred to as 'the Act') by the Official Liquidator (OL), seeking voluntary winding up of the Company PBE INDIA PRIVATE LIMITED (in members Voluntary Liquidation) (herein referred to as the 'petitioner Company').

2. A perusal of the petition shows that the petitioner Company was incorporated under the provisions of the Act on 15th May, 1995, having Corporate Identity Number U74899DL1995PTC068500, under the provisions of the Companies Act 1956, with the Registrar of Companies, NCT of Delhi & Haryana having registered office situated at 204-206, Tolstoy House, 15, Tolstoy Marg, Delhi - 110001.

3. That the Authorized Share Capital of the petitioner Company (in Vol. Liqn.) is ? 6,55,00,000/- (Rupees Six Crore Fifty-Five Lakhs Only) divided into 65,50,000 (Sixty-Five Lakh Fifty Thousand) equity shares of ? 10/- (Rupees Ten) each.

4. At the time of Members' Voluntary Winding up of the petitioner Company, there were two shareholders and three directors namely Mr. Chitranjan Dua, Mr. Sunil Malik and Mr. John Raymond Stoebner. The financial position of the petitioner Company as disclosed in the audited balance sheets ending as on 31st July, 2010 and 31st December, 2009 are annexed to the petition.

5. In a Board meeting held on 25th October, 2010, the Declaration of Solvency was executed and approved by the Board of Directors. It was declared by all the Directors of the petitioner Company that they have made a full enquiry into the affairs of the Company, and having done so, they have formed the opinion that the petitioner Company has no debts. The Declaration of Solvency was filed with the Registrar of Companies on 26th October, 2010 in the prescribed Form No. 149 read with Rule 313 of the Companies (Court), Rules 1959 alongwith the Statement of the Company's Assets and Liabilities as at 22nd October, 2010 being the latest practicable date. An Independent Auditor's Report as per requirement under Section 488(2)(b) of the Companies Act 1956, has been attached with the Declaration of Solvency. The said documents are annexed to this present petition.

6. Pursuant to the provisions of Section 484(1)(b) and other applicable provisions of the 'Act', an Extra-ordinary General Meeting (EGM) of the petitioner Company was convened and held on 4th November, 2010 at the registered office of the petitioner Company situated at 204-206, Tolstoy House, 15, Tolstoy Marg, Delhi-110001 for passing a special resolution for voluntary winding up of the petitioner Company by its members. Accordingly, a special resolution was passed that the petitioner Company be wound up voluntarily and Mr. Deepak Kumar, Chartered Accountant was appointed as a Voluntary Liquidator u/s 490 of the Act. It is stated that the copy of minutes of the Extra Ordinary General Meeting dated 4th November, 2010 alongwith Form 23 has been filed with the ROC.

7. The petitioner Company has given notice of the resolution for members voluntary winding up, as required under Section 485(1) of the Companies Act, 1956 by advertisement in "Jansatta" (Hindi) and "The Indian Express" (English) on 8th November, 2010 respectively as well as in the Official Gazette (English & Hindi) on 4th December, 2010.

8. The notice by the Voluntary Liquidator of his appointment under Section 516 of the Act read with Rule 315 of the Company's (Court) Rule, 1959 was given in Form No. 151 as published in the newspapers and Official Gazette on 8th November, 2010 and 4th December, 2010 respectively (as mentioned in para 7 of this order) and in Form No. 152 for his appointment before the Registrar of Companies, NCT of Delhi & Haryana on 9th November, 2010. A copy of Form filed with Registrar of Companies alongwith copy of publication in the Official Gazette are annexed to the petition.

9. The Voluntary Liquidator has called the Final General Meeting of the members by advertisement of notice in Form No. 155 published in t