LATIN INDIA IMPEX PRIVATE LIMITED (IN VOL.LIQN.)  Vs ……………

CO.PET. 19/2020 Page 1 of 6
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* IN THE HIGH COURT OF DELHI AT NEW DELHI
+
Co.Pet.No.19/2020
IN THE MATTER OF LATIN INDIA IMPEX PRIVATE LIMITED
(IN MEMBERS’ VOL. LIQN.) …Petitioner
Through: Ms. Sangeeta Chandra,
Standing Counsel for the Official Liquidator

CORAM:
HON’BLE MR. JUSTICE C. HARI SHANKAR

% 07.01.202 1 O R D E R (ORAL)
(Video-Conferencing)
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 voluntar y winding up of the Company LATIN INDIA
IMPEX PRIVATE LIMITED (in members Voluntary Liquidation)
(herein referred to as the ‘petitioner Company’ ).

2. A perusal of the petition shows that the petitioner
Company was incorporated under the provisions of the Ac t on 26th
February, 1996, having Corporate Identity Number
U51909DL1996PTC076631, with the Registrar of Companies, NCT
of Delhi & Haryana having registered office situated at 8/33, 3rd
floor,
Sat Bhravan School Marg, W.E.A, Karol Bagh, New Delhi – 110005 .
3. The Authorized Share Capital of the petitioner Company was
₹10,00,000/ – (Rupees ten lakhs) divided into 10,000 (ten thousand)
2021:DHC:62CO.PET. 19/2020 Page 2 of 6
Equity shares of ₹100/- (one hundred) each .

4. At the time of Members’ V oluntary Winding up of the
petitioner Company, there were f our shareholders and the same
shareholders were the Directors namely, Mr. Jaswinder Singh Lamba ,
Mr. Depinder Singh Lamba , Ms. Sangeeta Lamba and Ms. Kanwaljit
Kaur . The financial position of the petitioner Company as disclosed in
the audited balance sheet s ending as on 31st March, 2014 and 31st

March, 2013, are annexed to the petition.
5. In a Board meeting held on 8th August, 2014, the Declaration of
Solvency was executed and approved by the Board of Directors. It
was declared by all the Directors of the pe titioner Company that they
have made a full enquiry into the affairs of the Company, and having
done so, they have formed the opinion that the petitioner Company
has no debts. The Declaration of Solvency was filed with the Registrar
of Companies on 23rd August, 2014, in the prescribed Form No. 149
read with Rule 313 of the Companies (Court), Rules 1959 alongwith the Statement of the petitioner Company’s Assets and Liabilities as on
8
th
August, 2014, being the latest practicable date. An Independent
Auditor’ s Report as per requirement under Section 488(2)(b) of the
Companies Act 1956, has been attached with the Declaration of Solvency. The said documents are annexed to the present petition.
6. Pursuant to the provisions of Section 484(1)(b) and other
applicable provisions of the Act, an Extra -ordinary General Meeting
(EGM) of the petitioner Company was convened and held on 23
rd
August, 2014, at the registered office of the Company situated at
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8/33, 3rd floor, Sat Bhawan School Marg, W.E.A, Karol Bagh, New
Delhi – 110005 for passing a special resolution for voluntary winding
up of the petitioner Company by its members. Accordingly, a special
resolution was passed that the petitioner Company be wound up
voluntarily and Mr. H.K. Batra, Chartered Accountant in whole time
practice, was appointed as a Voluntary Liquidator u/s 490 of the Act. It is stated that the copy of minutes of the Extra Ordinary General
Meeting dated 23
rd
August, 2014, alongwith Form MGT -14 has been
filed with ROC .
7. The petitioner Company has giv en notice of the resolution for
members voluntary winding up, as required under Section 485(1) of
the Companies Act, 1956 by advertisement in “Qaumipatrika” (Hindi)
on 6th September, 2014, and “The Hindu” (English) on 8th September,
2014, as well as in the Official Gazette (English & Hindi) on 27th

September, 2014.
8. The notice by the Voluntary Liquidator of his appointment
under Section 516 of the Act read with Rule 315 of the Companies
(Court) Rules, 1959 was given in Form No. 151 as published in the
Official Gazette (English and Hindi) on 14th March, 2020, and in
Form No. 152 for his appointment before the Registrar of Companies, NCT of Delhi & Haryana on 28
th
August, 2014, alongwith the penalty
fee of ₹ 2,000/ – towards delay of 4 days for publication in official
Gazette. A copy each of Form GNL -2 as filed with Registrar of
Companies alongwith copy of publication in Official Gazette are annexed to the petition.
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9. The Voluntary Liquidator has called the Final General Meeting
of the members by advertisement of notice in Form No. 155 published
in the English language newspaper ‘The Pioneer’ on 13th June, 2015
and in ‘The Gazette of India’ on 1st
August, 2015.
10. The Final General Meeting of the petitioner Company was
convened and held on 13th July, 2015 and the Voluntary Liquidator’s
Statement of Account in Form No. 156 for the period 23rd August,
2014, to 11th
June, 2015, was laid before the members in the meeting
and was adopted unanimously. The relevant documents have been
annexed with the petition and are on record.
11. The Voluntary Liquidator has filed the audited Statement of
Account in Form No. 156 and return in Form No. 157 with the ROC, NCT of Delhi & Haryana in terms of Section 497 as prescribed under Rule 329 of the Companies (Court) Rules, 1959.

12. The Voluntary Liquidator has submitted copy of No Dues
Certificate dated 29
th
May, 2015, from the Income Tax Department
stating that as on date, there is no demand outstanding against the
petitioner Company (in Vol. Liqn.) .
13. The Voluntary Liquidator has also sub mitted copy of No dues
Certificate dated 19th August, 2015, issued by the Assessing
Authority –Cum –Excise & Taxation Officer, Gurgaon (East)
intimating that the registration certificate of the petitioner Company (in Vol. Liqn.) has been cancelled w.e.f. 30
th
June, 2013 and there are
no outstanding dues.
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14. The Registrar of Companies NCT of Delhi & Haryana, New
Delhi vide its letter No. 7703 dated 4th
September, 2015, has stated
that it has no objection for dissolution of the petitioner Company (in
Vol. Liqn.).
15. In order to provide further safeguard, both the Ex-Directors
namely Jaswinder Singh Lamba & Sangeeta Lamba have furnished their respective Indemnity Bonds dated 13
th
February , 2016, stating
that ‘to the best of their knowledge and beliefs, the Company has no
outstanding dues on account of Income Tax, or any other statutory
dues towards any Local / State / Central Government/ Statutory
authority and they further undertake that if there arises any such
demand against the petitioner Company in future they he reby bind
themselves to indemnify the concerned parties/ dept. authorities of
Local / State / Central Government of India for the same”.
16. The Voluntary Liquidator, Mr. H.K. Batra, Chartered
Accountant has also filed an affidavit dated 7th
September, 2018
which was duly notarized whereby, he has declared that, ‘ the
Company has paid all the taxes due as on date and nothing is
outstanding payable to the State Government and Central Government ’.
17. The Bank Account of the petitioner Company (in Vol. Liqn.)
with UCO Bank, Parliament Street, New Delhi was closed on 28
th

January, 2019.
18. The Official Liquidator has scrutinized the records submitted by
the Voluntary Liquidator and has recorded satisfaction that necessary
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compliances of Section 497 of the Act and the other relevant
provisions of the Act have been made and that the affairs of the petitioner Company have not been conducted in any manner
prejudicial to the interest of its members or to the public.

19. In view of the foregoing and the satisfaction accorded by the
Official Liquidator, I may note that nothing is seen to be prejudicial to
the shareholders or the public interest. Accordingly, this petition is
allowed. The petitioner Company stands dissolved from the date of filing this petition i.e. 13
th
May, 2019 .
20. The Voluntary Liquidator and the Official Liquidator may
intimate the concerned ROC about this order for necessary compliance, within a period of 30 days hereof.

C. HARI SHANKAR, J.
JANUARY 7 , 202 1
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