Voluntary winding up of a company requires strict adherence to statutory provisions, including a Declaration of Solvency confirming no outstanding debts.

ORDER (Oral)

(Video-Conferencing)

1. 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 LATIN INDIA IMPEX 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 26th February, 1996, having Corporate Identity Number U51909DL1996PTC076631, with the Registrar of Companies, NCT of Delhi & Haryana having registered office situated at 8/33, 3rd floor, Sat Bhravan School Marg, W.E.A, Karol Bagh, New Delhi- 110005.

3. The Authorized Share Capital of the petitioner Company was Rs.10,00,000/- (Rupees ten lakhs) divided into 10,000 (ten thousand) Equity shares of Rs.100/- (one hundred) each.

4. At the time of Members' Voluntary Winding up of the petitioner Company, there were four shareholders and the same shareholders were the Directors namely, Mr. Jaswinder Singh Lamba, Mr. Depinder Singh Lamba, Ms. Sangeeta Lamba and Ms. Kanwaljit Kaur. The financial position of the petitioner Company as disclosed in the audited balance sheets ending as on 31st March, 2014 and 31st March, 2013, are annexed to the petition.

5. In a Board meeting held on 8th August, 2014, 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 23rd August, 2014, in the prescribed Form No. 149 read with Rule 313 of the Companies (Court), Rules 1959 alongwith the Statement of the petitioner Company's Assets and Liabilities as on 8th August, 2014, 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 the 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 23rd August, 2014, at the registered office of the Company situated at 8/33, 3rd floor, Sat Bhawan School Marg, W.E.A, Karol Bagh, New Delhi-110005 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. H.K. Batra, Chartered Accountant in whole time practice, 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 23rd August, 2014, alongwith Form MGT-14 has been filed with 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 "Qaumipatrika" (Hindi) on 6th September, 2014 and "The Hindu" (English) on 8th September, 2014, as well as in the Official Gazette (English & Hindi) on 27th September, 2014.

8. The notice by the Voluntary Liquidator of his appointment under Section 516 of the Act read with Rule 315 of the Companies (Court) Rules, 1959 was given in Form No. 151 as published in the Official Gazette (English and Hindi) on 14th March, 2020 and in Form No. 152 for his appointment before the Registrar of Companies, NCT of Delhi & Haryana on 28th August, 2014, alongwith the penalty fee of Rs.2,000/- towards delay of 4 days for publication in official Gazette. A copy each of Form GNL-2 as filed with Registrar of Companies alongwith copy of publication in Official Gazette are annexed to the petition.

9. The Voluntary Liquidator has called