Etoos Academy Private Limited v. Official Liquidator

1. This petition is filed under section 497(6) of the Companies Act, 1956 (herein referred to as “the Act”) by the Official Liquidator (OL), seeking dissolution of the Company Etoos Academy Private Limited (in members voluntary liquidation).

2. The said Company was incorporated under the provisions of the Companies Act, 1956 with the name „Etoos Academy Private Limited‟ on 28.07.2010 with Corporate Identity Number U80301DL2010FTC206375 with authorized share capital of Rs.38,00,00,000 (Rupees Thirty Eights Crore only) divided into 3,80,00,000 (Three Crore and Eighty Lacs) equity share of Rs. 10/- (Rupees Ten) each. 2019:DHC:5560

3. The registered office of the company is situated within the territory of NCT of Delhi at 5/31, WEA, Karol Bagh, New Delhi – 110005.

4. There were two directors at the time of declaration of solvency. The financial position of the company as disclosed in the audited balance sheets ending as on 31.03.2013 & 31.03.2012 are also annexed to the petition.

5. The prescribed Form No. 149 for the Declaration of Solvency was filed with the Registrar of Companies on 27.01.2014 vide SRN No. B94599941.

6. Pursuant to the provisions of Section 484 (1)(b) 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 03.02.2014 and a special resolution was passed whereby Mr. I K Jung Kim was appointed as the Voluntary Liquidator of the Company.

7. That as per the requirement of Section 485 of the Act, the Company has published a notification in the newspapers namely “Business Standard” (English) and (Hindi) on 08.02.2014 and in “The Official Gazette” on 01.03.2014.

8. 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 for his appointment as Voluntary Liquidator.

9. 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 22.12.2017 and in Official Gazette (English & Hindi) on 13.01.2018 for the final meeting held on 29.01.2018.

10. The Final Meeting of the said company was held on 29.01.2018 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 03.02.2014 to 28.01.2018 with the Registrar of Companies, NCT of Delhi & Haryana in Form 156 vide SRN G75767731 dated 05.02.2018 & Form 157 vide SRN G75767582 dated 05.02.2018 and with the Official Liquidator on 15.02.2018.

11. The Official Liquidator has received No Dues Certificate from Income Tax Department and no objection has been received from the Registrar of Companies.

12. The Voluntary Liquidator namely Mr. I K Jung Kim, has filed Indemnity Bond and Affidavit dated 09.09.2019, with the Official Liquidator undertaking that:- “the company has no outstanding demand or claim or liability from the Income Tax / Sales Tax Departments and other Governments Authorities, on account of the operations of the company. If any demand is raised by the said Departments or other Government Authorities, the same will be paid by the Shareholders/ Members of the Company namely Etoos Academy Private Limited”.

13. The Official Liquidator is also satisfied that the necessary compliance of Section 497 and other relevant provisions of the Act have been made and the affairs of the said company have not been conducted in a manner prejudicial to the interest of its members or to the public interest and the said company may be dissolved.

14. In view of the foregoing and in view of the satisfaction accorded by the Official Liquidator by way of the present petition, the said company is hereby wound up and shall be deemed to be dissolved with effect from the date of the filing of the present petition.

15. A copy of this order be filed by the Official Liquidator with the Act.