Software Moguls India Private Limited v. Official Liquidator

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. Software Moguls India Private Limited, be dissolved from the date of the filing of the instant petition, i.e. 4 O R D E R (ORAL) % 08.02.2021 th

2. The record shows that the subject Company was incorporated on 19 February, 2021. th

3. The authorised share capital of the company is ₹1,00,00,000/- (Rupees One Crore Only) divided into 1,00,000 (One Lakh) Equity November, 1987, with the Registrar of Companies, NCT of Delhi and Haryana. The Corporate Identity Number of the Company is U74899DL1987PTC029822. The registered office of the subject Company is stated to be situated within the territory of the NCT of Delhi, at D-1/55, Vasant Vihar, New Delhi – 110057. 2021:DHC:443 shares of ₹100/- (Rupees Hundred) each. The record shows that the paid-up Share capital of the Company is ₹47,43,200/- (Rupees Forty- Seven Lakh, Forty-Three Thousand and Two Hundred Only). As per the records, Web Valley Inc. holds shares worth ₹26,90,252/- Sunbhash Arora, Keshav Kumar Garg, Satya P Garg, Aseem Garg, Akash Garg, Indu Garg and Sarika Garg each hold shares worth ₹1100/-, NSP International India (P) Ltd. holds shares worth ₹10,85,972/-, Ranjana Garg holds shares worth ₹2,53,394/- and Aanchal Garg holds shares worth ₹7,05,882/-.

4. The directors of the Company in issue, as on the date of passing the resolution of voluntary winding up, were Keshav Kumar Garg and Abhishek Garg.

5. The Board of Directors of the Company, in their meeting held on 17th January, 2011, executed and approved a declaration of Solvency under Section 488 of the Companies Act, 1956, 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 3 months from the commencement of winding up. The declaration of solvency was accompanied with a statement of the company’s assets and liabilities as on 31st December, 2010, 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 2nd June, 2011.

6. An extra-ordinary general meeting of the members of the Company was held on 23rd

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 7 February, 2011, at the registered office of the Company, where a special resolution for the voluntary liquidation of the company was passed and one Mr. Indrajeet Soni, Chartered Accountant was appointed as the Voluntary Liquidator of the Company. th May, 2011 and in the newspaper "The Statesman"(English edition) on 2nd March, 2011 and “Veer Arjun” (Hindi edition) on 11th March, 2011. Further, the Voluntary Liquidator had filed notice of his appointment, in Form 152, with the Registrar of Companies, on 18th

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 9 May, 2011. th December, 2016, in the newspaper, “The Pioneer” (English and Hindi editions) on 17th October, 2016 and in the Official Gazette on 26th

9. The final extraordinary general meeting of the Company was held on 9 November, 2016. As the winding up of the company was continued for more than one year, the Voluntary Liquidator also filed the requisite Form No. 153 and Form No. 154 for the same. th December, 2016.

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 23rd February, 2011 to 9th February, 2016 before the Registrar of Companies, NCT Of Delhi and Haryana, on 19th

11. The Voluntary Liquidator has filed a No Dues Certificate, dated December, 2016. As per the statement of accounts of the winding up process, a total of ₹1,28,34,420.20 was recovered during the winding up process. A sum of ₹30,301/- was expended towards cost of publication of notices, ₹24,685/- towards legal charges, ₹2,26,265/- was paid to the creditors of the company and a sum of ₹1,25,50,893.95 was returned to the contributories. nd

12. The Voluntary Liquidator has also furnished to the Official Liquidator, a No Objection Certificate, dated 4 February, 2017, stating that the company had paid the dues of the member and the statutory liabilities and that there were no outstanding statutory dues against the company. th

13. The Registrar of Companies has provided a letter, dated 14 February, 2016, from the Income Tax department, stating that there was no outstanding demand against the company. th

14. The Voluntary Liquidator has furnished a certificate, dated 4 February, 2020, stating that the necessary documents and forms have been filed by the Company and that it has no objection to the dissolution of the subject Company. th January, 2020, stating that no bank account exists in the name of the company.

15. An indemnity bond has been filed with the Official Liquidator by Mr. Keshav Garg, ex-director of the subject Company, indemnifying the Official Liquidator against any claim or pecuniary liability that may arise due to the voluntary liquidation of company.