The court upheld the dissolution of a company under voluntary liquidation due to compliance with all statutory requirements as per Companies Act, confirming no outstanding dues and proper conduct of affairs.

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, Perot Systems India Foundation (in members voluntary liquidation).

2. The said Company was incorporated under the provisions of the Companies Act, 1956 with the name "PEROT SYSTEMS INDIA FOUNDATION" with Registrar of Companies, NCT of Delhi & Haryana at Delhi on 22nd June, 2006, (Twenty Second day of June Two Thousand and Six) vide CIN No. U74899DL1983PTC016868, without any Authorized capital. The Paid-up Capital of the Company as per the Master Data available on the portal of MCA21 is Rs.2,91,257/- (Rupees Two Lacs Ninety One Thousand Two Hundred and Fifty Seven only).

3. The registered office of the company is situated within the territory of NCT of Delhi at 103, Ashoka Estate, Barakhamba Road, New Delhi - 110001.

4. The first promoters at the time of incorporation were Perot Systems Business Process Solutions India Pvt. Ltd. & Perot Systems TSI (India) Ltd.

5. At the time of Members Voluntary Winding up of the petitioner company, there were two members. The directors at the time of Members Voluntary Winding-up were Ms. Smita Priyadarshini & Mohammed Irshaad. The financial position of the company as disclosed in the audited balance sheets ending as on 31st March, 2015 and 31st Mach, 2014 are also annexed to the petition.

6. The prescribed Form No. 149 for Declaration of Solvency was filed with the Registrar of Companies on 23rd March, 2016 vide SRN No. C82554205.

7. Pursuant to the provisions of Section 484 (1) of the Act and other applicable provisions of the Act, the Extra Ordinary General Meeting of the Members of the said company was held on 29th March, 2016 and a special resolution was passed whereby M/s Jain Christopher, Srikanth & Srikanth, Chartered Accountants, were appointed as Voluntary Liquidator.

8. That as per the requirement of Section 485 of the Act, the Company has published a notification in newspapers namely "The Statesman" (English) and "Veer Arjun" (Hindi) on 4th April, 2016 and in "The Official Gazette" on 30th April, 2016.

9. The notice of appointment of Voluntary Liquidator in Form 152 was filed with ROC, NCT of Delhi at New Delhi on 7th April, 2016. The Voluntary Liquidator has also given notice of his appointment in Form 151 as required U/S 516 of the Companies Act, 1956 and the citations were published in the newspapers "The Statesman" (English) and "Veer Arjun" (Hindi) on 4th April, 2016 and in "The Official Gazette" on 30th April, 2016.

10. Further, pursuant to the provisions of Section 497 of the Act, the Liquidator has also published Form No.155 in the newspapers namely `Financial Express' (English) & "Jansatta" (Hindi) on 7th September, 2020 and in the "Official Gazette" (English & Hindi) on 3rd October, 2020 for the final meeting to be held on 7th October, 2020.

11. The General Meeting of the said company was held on 7th October, 2020. The Voluntary Liquidator placed the Liquidators' Accounts in Form 156 as prescribed under Rule 329 of the Companies (Court) Rules, 1959 for the period from 29th March, 2016 to 31st July, 2020. The Voluntary Liquidator has filed Form 156 & Form 157 vide SRN: R66926007 with the Registrar of Companies, NCT of Delhi & Haryana on 13th October, 2020 and with the Official Liquidator on 3rd March, 2021.

12. The Registrar of Companies has intimated the office of the Official Liquidator that they have no objection to the dissolution of the Company. Further there are no outstanding dues w.r.t. the Income Tax Department.

13. The Official Liquidator is also satisfied that the necessary compliance of Section 497 and other relevant provisions of