The court affirmed that a company can be dissolved when it meets statutory requirements and has no outstanding liabilities, ensuring compliance with the Companies Act.

Headnote:(A) Companies Act, 1956 - Section 497(6) - Petition for dissolution - The subject company, OBS SALES PRIVATE LIMITED, incorporated on 28th March, 2011, was allowed to be dissolved as it had fully liquidated its debts and no outstanding dues existed as confirmed by the Registrar of Companies and the Voluntary Liquidator. (Paras 1, 16)

(B) Voluntary Liquidation - Process and requirements for winding up - The company adhered to statutory procedures including declaration of solvency, publication of liquidator notifications, and filed accounts, ensuring compliance with relevant provisions of the Companies Act, facilitating its dissolution. (Paras 6-10)

(C) No Outstanding Dues - The petition was supported by confirmations from the Income Tax Department and the Registrar of Companies indicating no outstanding dues or objections to the dissolution. (Paras 12, 13)

(D) Indemnity Bond - The Ex-Directors furnished an indemnity bond assuring to settle future claims arising post-liquidation, ensuring no liability on the company post-dissolution. (Paras 14, 15)

Facts of the case:
The company was registered in 2011, engaged in voluntary liquidation since February 2015, having completed liquidation processes and confirmed no dues to creditors.

Findings of Court:
The company was ordered to be dissolved effective from the petition date, adhering to statutory requirements.

Issues: The court addressed whether the company had complied with legal provisions for voluntary liquidation and confirmed no outstanding liabilities.

Ratio Decidendi: The court found that the company fulfilled its obligations under the Companies Act, facilitated by confirmations from officials, warranting its dissolution.

Result: Petition allowed; company is deemed dissolved.

Table of Content
1. incorporation and financial details of the company (Para 1 , 2 , 3 , 4 , 5 , 6 , 7)
2. procedure followed for voluntary liquidation (Para 8 , 9 , 10 , 11 , 12 , 13 , 14)
3. conclusion allowing the winding up of the company (Para 15 , 16 , 17 , 18)

ORDER1/2 (Oral)

1. This is the 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. OBS SALES PRIVATE LIMITED, be dissolved from the date of the filing of the instant petition.

2. The record shows that the subject Company was incorporated on 28th March, 2011, with the Registrar of Companies, NCT of Delhi and Haryana. The Corporate Identity Number of the Company is U51109DL2011FTC216633. The registered office of the subject Company is stated to be situated at Plot No. 225, 3rd Floor, Okhla Industrial Area, New Delhi, within the territory of the NCT of Delhi.

3. That the Authorized share capital of the company is Rs.1,50,00,000/- (Rupees One Crore and Fifty Lacs Only) divided into 15,00,000 (Fifteen Lakh) Equity shares of Rs.10/- (Ten) each.

4. As per the records, majority of Shares i.e. 14,99,999 shares were held by Oriental Buying Services ltd and rest of the shares were held by Mr. Daneil Paitto as nominee of Oriental Buying Services Ltd.

5. The directors of the Company in voluntary liquidation, as on the date of passing the resolution of voluntary winding up, were Mr. Margotti Antonio and Mr. Stefano Sala.

6. The Board of Directors of the Company in their meeting held on 26th November, 2014 executed and approved a declaration of solvency, which stated that after having made a full inquiry into the affairs of the company, an opinion had been formed that the company would be able to pay its debts in full, within a period of three years from the commencement of the winding up. The declaration of solvency was accompanied with the statement of the company's assets and liabilities as on 31st July, 2014. 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.

7. An extra-ordinary general meeting of the members of the Company was held on 9th February, 2015, at the registered office of the Company, where a special resolution for the voluntary liquidation of the company was passed and one M/s Suresh Gupta & Associates, Company Secretaries, was appointed as the Voluntary Liquidator of the Company.

8. The notification for 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 14th March, 2015 and in the newspapers, "The STATESMAN"(English) and "VIR ARJUN" (Hindi) on 14th February, 2015. Further, the Voluntary Liquidator had filed notice of his appointment, in Form 152, with the Registrar of Companies, on 17th February, 2015.

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 22nd June, 2017 in the newspapers "The Pioneer" (English) and "The Pioneer" (Hindi) on 9th May, 2017 and in Official Gazette on 3rd June, 2017.

10. The Voluntary Liquidator has filed accounts of the Company in Form No. 156 and 157, as prescribed under Rule 329 and 331 of the Companies (Court) Rules, 1959 for the period from 9th February, 2015 to 8th May, 2017 before the Registrar of Companies, NCT Of Delhi and Haryana on 5th July, 2017, within the prescribed period. As per the statement of accounts of the winding up process, a total of Rs.13,55,708.05/- was recovered during the winding up process and same were used towards the remuneration of the liquidator, publication of notices, professional fees, incidental & outlay charges

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