Delhi High Court
B-Core Software Pvt. Ltd. vs ... on 7 May, 2015
Author: Sudershan Kumar Misra
$~5
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.PET. 821/2014
IN THE MATTER OF :
B-CORE SOFTWARE PVT. LTD. ......Petitioner
Through Mr. Kanwal Choudhary, Advocate for Official
Liquidator.
CORAM:
HON'BLE MR. JUSTICE SUDERSHAN KUMAR MISRA
SUDERSHAN KUMAR MISRA, J. (Oral)
1. This is a petition filed under Section 497(6) of the Companies Act,
1956 by the Official Liquidator for voluntary winding up of B-CORE
SOFTWARE PVT. LTD.
2. The Company has passed a special resolution in its Extraordinary
General Meeting held on 15.03.2012 for voluntary winding up of the
Company, wherein, Mr. Deepak Arora 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 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 declaration of solvency was executed and approved by the Board of
Director in their meeting held on 31.02.2011, and the same has been filed
with the office of the Registrar of Companies in Form 149 as prescribed
under Rule 313 of the Companies (Court) Rules, 1959; and per Section 488
of the Companies Act, 1956.
5. The Voluntary Liquidator has filed the requisite forms and notices
were published in the Official Gazette dated 07.04.2012 as well as in two
newspapers namely in "The Hindu" English and "Rashtriy Sahara" Hindi
dated 17.03.2012 along with Memorandum of Association and Articles of
Association with the Office of Official Liquidator.
6. Pursuant to Section 497 of the Companies Act, 1956, final
Extraordinary General Meeting was held on 25.11.2013 and the Voluntary
Liquidator filed the final accounts of the Company in Forms No.156 and157,
as prescribed under Rules 329 and 331 of the Companies Court Rules,
(1959), before the Registrar of Companies and to the Official Liquidator.
7. The Official Liquidator has received No Objection Certificates from
the Registrar of Companies and the Income Tax Department. The
shareholders of the B-CORE SOFTWARE PVT. LTD. have filed an
Indemnity Bond with the Official Liquidator to the effect that-to pay and
settle all lawful claims arising in future after the winding up of the company/
to indemnify any person for any losses that may rise pursuant to the winding
up of the company/to settle all lawful claims and liabilities which have not
come to notice up to this stage, even after the name of company has been
struck off or after the winding up of the company.
8. 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.
9. The Official liquidator, in these circumstances, has sought winding up
and final dissolution of the Company from the date of filing of the petition
i.e. 23.12.2014.
10. 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.23.12.2014.
11. Copy of the order be filed by the Official Liquidator with the Registrar
of Companies within the statutory period as per the Companies Act, 1956.
12. The petition is disposed off.
SUDERSHAN KUMAR MISRA
(Judge)
MAY 07, 2015
