Compliance with the Companies Act, including declarations of solvency and proper liquidation procedures, permits voluntary dissolution of a company.

Headnote:(A) Companies Act, 1956 - Sections 497(6) and 488 - Voluntary winding up - Petition for dissolution of TES India Private Limited filed, the company dissolved effective from the date of petition filing - No debts upon declaration of solvency and no business commenced - Official Liquidator concludes affairs conducted in a non-prejudicial manner. (Paras 1, 6, 10 and 16)

(B) Corporate Governance - Requirements for voluntary liquidation, including declaration of solvency and appointment of liquidator, followed appropriately as per Companies Act provisions. (Paras 5, 7 and 10)

Facts of the case:
Company incorporated on 29th May 2013, no shares allotted, no income tax returns filed, and no outstanding statutory dues. The petition for dissolution was filed on 16th March 2021, and all procedural requirements for winding up were fulfilled, including notifications and meetings held.

Findings of Court:
Company dissolved with effect from the filing date of the petition, 16th March 2021, reflecting compliance with statutory requirements under the Companies Act.

Issues: Whether the company could be dissolved given it had not commenced business and had no debts.

Ratio Decidendi: The Court held that the requirements for voluntary liquidation were met, as confirmed by the Voluntary Liquidator’s submissions and the Official Liquidator’s conclusion that the conduct of the company’s affairs was not prejudicial to the interests of its members.

Result: Petition allowed; company dissolved.

Table of Content
1. company incorporation and share capital details. (Para 1 , 2 , 3 , 4)
2. declaration of solvency and voluntary liquidation. (Para 5 , 6)
3. notifications and meetings for liquidation process. (Para 7 , 8 , 9)
4. final accounts and indemnity bond details. (Para 10 , 11 , 12 , 14)
5. official's consent for company dissolution. (Para 15)
6. order for dissolution of the company. (Para 16 , 17 , 18)

ORDER (Oral)

1. 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. TES India Private Limited, be dissolved from the date of the filing of the instant petition, i.e. 16th March,2021.

2. The record shows that the subject Company was incorporated on 29th May, 2013, with the Registrar of Companies, NCT of Delhi and Haryana. The Corporate Identity Number of the Company is U80900DL2013FTC253117. The registered office of the subject Company is stated to be situated within the territory of the NCT of Delhi, at Level 4, Rectangle 1, D-4, Commercial Complex, Saket, New Delhi - 110017.

3. The authorised share capital of the company is Rs.10,00,000/- (Rupees Ten Lakhs Only) divided into 1,00,000 (One Lakh) Equity shares of Rs.10/- (Rupees Ten) each. The record shows that shares of the company were never allotted and that share subscription money was not received from the subscribers. As per the records, TSL Education Limited had subscribed for 49,995 shares and TSL Education Acquisition Limited had subscribed for 5 shares.

4. The directors of the Company in issue, as on the date of passing the resolution of voluntary winding up, were Mr. Matthew O'Sullivan and Mr. Aloke Surana.

5. The Board of Directors of the Company, in their meeting held on 15th April, 2015, 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 had no debts. The declaration of solvency was accompanied with a statement of the company's assets and liabilities as on 14th April, 2015, 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 27th May, 2015.

6. An extra-ordinary general meeting of the members of the Company was held on 06th May, 2015, at the registered office of the Company, where a special resolution for the voluntary liquidation of the company was passed and one Ms. Nikita Kothari 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 29th August, 2015 and in the newspaper "Business Standard"(English edition and Hindi edition) on 06th August, 2015. Further, the Voluntary Liquidator had filed notice of his appointment, in Form 152, with the Registrar of Companies, on 16th September, 2015.

8. 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 30th November, 2015 in the newspapers, "Business Standard"(English edition and Hindi edition) on 23rd September, 2015 and in the Official Gazette on 31st October, 2015.

9. The final extraordinary general meeting of the Company was held on 30th November, 2015.

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 06th May, 2015 to 20th September, 2015 before the Registrar o

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