OBS Sales Private Limited (In Vol. Liqn.) Vs

C. Hari Shankar, J

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.

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.

That the Authorized share capital of the company is Rs. 1,50,00,000/- (Rupees One Crore and Fifty Lacs Only) divided into 15,00,000 (Fifteen

Lakh) Equity shares of Rs. 10/- (Ten) each.

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.

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.

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.

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.

The notification for 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 14th March, 2015 and in the newspapers, “The

STATESMANâ€(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.

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 Pioneerâ€

(Hindi) on 9th May, 2017 and in Official Gazette on 3rd June, 2017.

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 Rs. 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.

The Voluntary Liquidator has furnished a no dues certificate, stating that the company had no outstanding dues, as on date.

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.

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.

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.

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.

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.

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.

The petition is disposed of in the aforesaid terms.