Delhi High Court
Obs Sales Private Limited (In ... vs .. on 5 February, 2021
$~5 (company)
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CO.PET. 20/2020
IN THE MATTER OF:
OBS SALES PRIVATE LIMITED (IN VOL. LIQN.) ...Petitioner
Through: Mr.Rishi Manchanda, Standing
Counsel for Official Liquidator
CORAM:
HON'BLE MR. JUSTICE C. HARI SHANKAR
O R D E R (ORAL)
% 05.02.2021
1. This is the 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. OBS SALES PRIVATE LIMITED, be dissolved
from the date of the filing of the instant petition.
2. The record shows that the subject Company was incorporated
on 28th March, 2011, with the Registrar of Companies, NCT of Delhi
and Haryana. The Corporate Identity Number of the Company is
U51109DL2011FTC216633. The registered office of the subject
Company is stated to be situated at Plot No. 225, 3rd Floor, Okhla
Industrial Area, New Delhi, within the territory of the NCT of Delhi.
3. That the Authorized share capital of the company is
₹1,50,00,000/- (Rupees One Crore and Fifty Lacs Only) divided into
15,00,000 (Fifteen Lakh) Equity shares of ₹10/- (Ten) each.
Signature Not Verified
By:SUNIL SINGH NEGI
Signing Date:08.02.2021
21:34:02
4. As per the records, majority of Shares i.e. 14,99,999 shares
were held by Oriental Buying Services ltd and rest of the shares were
held by Mr. Daneil Paitto as nominee of Oriental Buying Services Ltd.
5. The directors of the Company in voluntary liquidation, as on the
date of passing the resolution of voluntary winding up, were Mr.
Margotti Antonio and Mr. Stefano Sala.
6. The Board of Directors of the Company in their meeting held
on 26th November, 2014 executed and approved a declaration of
solvency, 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 three years
from the commencement of the winding up. The declaration of
solvency was accompanied with the statement of the company's assets
and liabilities as on 31st July, 2014. 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.
7. An extra-ordinary general meeting of the members of the
Company was held on 9th February, 2015, at the registered office of
the Company, where a special resolution for the voluntary liquidation
of the company was passed and one M/s Suresh Gupta & Associates,
Company Secretaries, was appointed as the Voluntary Liquidator of
the Company.
8. The notification for appointment of the Voluntary Liquidator, as
required under Section 516 of the Companies Act, 1956, read with
Signature Not Verified
By:SUNIL SINGH NEGI
Signing Date:08.02.2021
21:34:02
Rule 315 of the Companies (Court) Rules, 1959 in Form No. 151,
was published in the Official Gazette on 14th March, 2015 and in the
newspapers, "The STATESMAN"(English) and "VIR ARJUN"
(Hindi) on 14th February, 2015. Further, the Voluntary Liquidator had
filed notice of his appointment, in Form 152, with the Registrar of
Companies, on 17th February, 2015.
9. 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
22nd June, 2017 in the newspapers "The Pioneer" (English) and "The
Pioneer" (Hindi) on 9th May, 2017 and in Official Gazette on 3rd June,
2017.
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 9th February, 2015
to 8th May, 2017 before the Registrar of Companies, NCT Of Delhi
and Haryana on 5th July, 2017, within the prescribed period. As per
the statement of accounts of the winding up process, a total of
₹13,55,708.05/- was recovered during the winding up process and
same were used towards the remuneration of the liquidator,
publication of notices, professional fees, incidental & outlay charges
and towards statutory tax dues and nothing was paid to the
contributories as part of their capital as well as dividend and Securities
payment.
11. The Voluntary Liquidator has furnished a no dues certificate,
stating that the company had no outstanding dues, as on date.
Signature Not Verified
By:SUNIL SINGH NEGI
Signing Date:08.02.2021
21:34:02
12. The Voluntary Liquidator has further submitted a letter dated
16th March, 2018, received from the Income Tax Department, stating
that the subject company has no dues towards Income Tax.
13. The Registrar of Companies has provided a letter dated 21st
December, 2017, 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.
14. The Ex- Director of the company have submitted an indemnity
bond, stating therein that there is no balance in the accounts of the
Company as on date and that there is no outstanding dues/claims or
demand pending to any Government Department or any other party
against the Company. They further undertook to pay and settle all
lawful claims arising in future after the winding up of the Company
and to indemnify any person for any losses that may arise pursuant to
the winding up of the Company and to settle any future liability/debt
that may arise against the Company, after the liquidation.
15. The Official Liquidator has further submitted that the affairs of
the Company have been conducted in a manner, not prejudicial to the
interest of the members and is thus of the opinion that the Company
may be dissolved with effect from the date of the filing of the petition.
16. Thus, having regard to the aforesaid facts and circumstances
and the record of the case, the prayer made in the petition is allowed
and the Company is wound up and shall be deemed to be dissolved
with effect from the date of the filing of the present petition, i.e. 21st
December, 2020.
Signature Not Verified
By:SUNIL SINGH NEGI
Signing Date:08.02.2021
21:34:02
17. 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.
18. The petition is disposed of in the aforesaid terms.
C. HARI SHANKAR, J.
FEBRUARY 5, 2021
Signature Not Verified
By:SUNIL SINGH NEGI
Signing Date:08.02.2021
21:34:02
