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Co.Pet. 731/2014 1 HIGH COURT OF DELHI
CO.PET. 731/2014
IN THE MATTER OF
M/S E-MIND LEARNING SOFTWARE SERVICES
PRIVATE LIMITED ….. Petitioners
Through: Mr. Ashish Makhija, Advocate on behalf of Official Liquidator.
24.11.2014 SANJEEV SACHDEVA J. (ORAL)
JUDGMENT
1. This is a petition filed under Section 497(6) of the Companies Act, 1956 by the Official Liquidator for voluntary winding up of M/s E-Mind Learning Software Services Private Limited.
2. The Company has passed a Special Resolution in its Extra Ordinary General Meeting held on 30.12.2011 for voluntary winding up of the Company. Mr. Rajiv K Adlakha was appointed as a Voluntary Liquidator of the Company.
3. The Registrar of Companies was informed regarding the voluntary winding up and the appointment of the 2014:DHC:6310 Co.Pet. 731/2014 2 Voluntary Liquidator. Notices under Rule 315 of the Company Court Rules (1959) were issued and requisite forms were filed with the Registrar of Companies.
4. The Voluntary Liquidator has filed the requisite forms along with Memorandum of Association and Article of Association with the Office of Official Liquidator. Copy of form No.23 has been filed with the Registrar of Companies. Notices were published in the Official Gazette as well as ‘Financial Express’ (English) and ‘Jansatta’ (Hindi) newspapers on 03.01.2012.
5. Pursuant to Section 497 of the Companies Act, 1956, final Extraordinary General Meeting was held on 14.12.2012 and the Voluntary Liquidator filed the final accounts of the Company in Forms No.156 and 157, as prescribed under Rules 329 and 331 of the Companies Court Rules, (1959), before the Registrar of Companies.
6. The Official Liquidator has received No Objection Certificates from the Registrar of Companies and the Income Tax Department. The Voluntary Liquidator has filed an affidavit with the Official Liquidator declaring that there are no outstanding dues/claims Co.Pet. 731/2014 3 pending with any Government Department against the Company and / or against its Directors before any Court of law and an indemnity bond to the said effect has also been filed.
7. The Official Liquidator has scrutinized the records submitted by the Voluntary Liquidator and has recorded satisfaction that necessary compliances of Section 497 of the Companies Act, 1956 and the other relevant provisions of the Companies Act, 1956 have been made and that the affairs of the Company have not been conducted in a manner prejudicial to the interest of its members or to the public.
8. The Official Liquidator, in these circumstances, has sought orders for winding up and final dissolution of the Company from the date of filing of the petition i.e. 26.05.2014.
9. In view of the above and the satisfaction recorded by the Official Liquidator, the Company is wound up and shall be deemed to be dissolved with effect from the date of the filing of the petition i.e. 26.05.2014.
10. Copy of the order be filed with the Registrar of Companies within the statutory period as per the act by Co.Pet. 731/2014 4 the Official Liquidator. The petition is disposed of.
SANJEEV SACHDEVA, J NOVEMBER 24, 2014 st