Voluntary winding up and dissolution of a company under Section 497 of the Companies Act requires compliance with statutory provisions, validated by the Official Liquidator's satisfaction of no dues and proper conduct.

ORDER (Oral)

1. This petition is filed under section 497(6) of the Companies Act, 1956 (hereinafter referred to as "the Act") by the Official Liquidator (OL), seeking dissolution of the Company Intrasphere Information Technologies Private Limited (in members voluntary liquidation).

2. The said Company was incorporated under the provisions of the Companies Act, 1956 with the name "Intrasphere Information Technologies Private Limited." with Registrar of Companies, NCT of Delhi & Haryana on 16th February, 2004, (Sixteenth Day of February Two Thousand and Four) vide CIN No.U72900DL2004PTC124679 with an authorized capital of Rs.1,50,00,000 (Rupees One Crore Fifty Lacs only) divided into 15,00,000 (Fifteen Lacs) equity share of Rs.10/- (Rupees Ten) each. The paid-up capital of the Company as per the Master Data available on the portal of MCA21 is Rs.1,03,62,170/- (Rupees One Crore Three Lacs Sixty Two Thousand and One Hundred Seventy only).

3. The registered office of the company is situated within the territory of NCT of Delhi at Flat No.280, MIG, Sector-13, Pocket-B, Dwarka, New Delhi-110075.

4. The first promoters at the time of incorporation were Intrasphere Technologies INC & Sumeet Sabharwal, Business Nominee of Intrasphere Technologies INC.

5. At the time of Members Voluntary Winding up of the petitioner company, there were two equity shareholders. The directors at the time of Members Voluntary Winding-up were Mr. Shmuel Zanvel Goldman, Mr. William Wainwright Karl JR & Mr. Woo Suk Song. The financial position of the company as disclosed in the audited balance sheets ending as on 31st March, 2011 & 31st December, 2009 are also annexed to the petition.

6. The prescribed Form No. 149 for the Declaration of Solvency was filed with the Registrar of Companies on 17th February, 2012 vide SRN No. B32272833.

7. Pursuant to the provisions of Section 484 (1) of the Act and other applicable provisions of the Act, the Extraordinary General Meeting of the Members of the said company was held on 20th February, 2012 and a special resolution was passed whereby Mrs. Monika Kohli was appointed as the Voluntary Liquidator.

8. That as per the requirement of Section 485 of the Act, the Company has published a notification in newspapers namely "Jansatta" (Hindi) &"The Financial Express" (English) on 3rd March, 2012 and in "The Official Gazette" on 24th March, 2012.

9. The notice of appointment of Voluntary Liquidator in Form 152 as required under Section 493 r/w Rule 315 of the Companies (Court) Rules, 1959 was filed with the Registrar of Companies. The Voluntary Liquidator had also published Form 151 of her appointment as Voluntary Liquidator.

10. Further, pursuant to the provisions of Section 497 of the Act, the Liquidator has also published Form No.155 in the newspapers namely `Business Standard' (English) & (Hindi) on 22nd October, 2012 and in Official Gazette (English & Hindi) on 10th November, 2012 for the final meeting to be held on 24th November, 2012.

11. The Final Meeting of the said company was held on 24th November, 2012 and the Voluntary Liquidator filed accounts of the said Company in Form No. 156 & 157 as prescribed under Rule 329 & 331 of the Companies (Court) Rules, 1959 for the period from 20th February, 2012 to 19th October, 2012 with the Registrar of Companies, NCT of Delhi & Haryana in Form 156 vide SRN B62926811 dated 1st December, 2012 & Form 157 vide SRN B62926928 dated 1st December, 2012 and with the Official Liquidator on 3rd December, 2012.

12. The Official Liquidator has received No Dues Certificate from Income Tax Department and Registrar of Companies has also intimated the office of the Official Liquidator that they have no objection to the dissolution of the Company.

13. The Voluntary Liquidator has filed Indemnity bonds and Affidavit dated 29th December, 2020, undertaking "a) to pay and settle all lawful claims arising out of voluntary winding up of the Company; b) to indemnify any statutory