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NC: 2023:KHC:26973 OLR No. 1 of 2022
IN THE HIGH COURT OF KARNATAKA AT BENGALURU DATED THIS THE 2ND DAY OF AUGUST, 2023 BEFORE THE HON'BLE MR JUSTICE R DEVDAS OFFICIAL LIQUIDATOR REPORT NO. 1 OF 2022
BETWEEN:
OFFICIAL LIQUIDATOR ATTACHED TO THE HON’BLE HIGH COURT OF KARNATAKA CORPORATE BHAVAN NO 26-27 12TH FLOOR M G ROAD BENGALURU - 560001 …APPLICANT (BY SRI. SHRISHAIL NAVALGUND, ADVOCATE) AND:
NIL
…RESPONDENT
THIS O.L.R. IS FILED UNDER SECTION 497(6) OF THE COMPANIES ACT, 1956, PRAYING TO DISSOLVE M/S. OMNESYS TECHNOLOGIES PRIVATE LIMITED (IN MEMBERS VOLUNTARY WIDNING UP) HAVING CIN NO. U74140KA1997PTC021830, U/S 497(6) OF THE ACT, FROM THE DATE OF SUBMISSION OF THIS REPORT AND ETC.,
THIS O.L.R. COMING ON FOR ORDERS, THIS DAY, THE COURT MADE THE FOLLOWING:
Digitally signed by JUANITA THEJESWINI Location: HIGH COURT OF KARNATAKA
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NC: 2023:KHC:26973 OLR No. 1 of 2022
ORDER R.DEVDAS J., (ORAL):
The Official Liquidator has filed a report under Section 497(6) of the Companies Act, 1956. 2. It is submitted that this is a case of voluntary liquidation of the Company wherein the members have passed a resolution for voluntary winding up of the Company and have appointed a Liquidator to complete the winding up proceedings, including the filing of statutory returns with the jurisdictional Registrar of Companies and the Official Liquidator.
Upon receiving the accounts and report of the Company from the voluntary liquidator, the Official Liquidator is required to submit a report to the Company Court under Section 497(6) of the Companies Act, 1956, detailing as to whether the affairs of the Company have been conducted in a proper manner and not in a manner prejudicial to the interests of members or public interest. 4. The Company is stated to have been incorporated on 18.02.1997 and as per the Minutes of Extraordinary general meeting held on 24.12.2014, the Company had resolved and
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NC: 2023:KHC:26973 OLR No. 1 of 2022
appointed Sri Murali Ananthasivan, as voluntary liquidator of the Company.
The Company has made public notification of voluntary winding up and appointment of liquidator in the official gazette dated 19.02.2015 and newspaper publication dated 29.12.2014 in ‘The Hindu’ pursuant to the requirement under Section 485(1) of the Companies Act. It is stated that the statement of accounts in Form No.156 that has been furnished which shows the manner in which the winding up proceedings have been made by the voluntary liquidator and also specifies as to how the properties of the Company have been disposed of.
It is further submitted that the return of final winding up pursuant to Section 497 of the Companies Act in Form No.157 has been filed with the Registrar of Companies on 27.10.2020 which has been approved by the Registrar of Companies. A copy of approval by the Registrar of Companies is enclosed as Annexure-C to the report. 7. It is further submitted that as per the statement of accounts pertaining to the period 24.12.2014 to 05.09.2019 as follows:
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NC: 2023:KHC:26973 OLR No. 1 of 2022
Receipts Amount (In Rs) Payments Amount (In Rs) Cash at Bank 6,34,94,886 Income Tax Department 6,81,250
Audit Charges 1,61,605
Bank Charges 10,878
Payment for Professional Services 38,076
Return to Contributories viz., Thomson Reuters Corporation Pre-Non- Resident 33,76,478/- and Integra Screen Services Private Limited-Resident- 1/- (one) (beneficial interest held by Thomson Reuters Corporation Pte. Limited) (Rs.18.54 per rupee 10 for 33,76,749 equity shares – Thomson Reuters Corporation Pte and Integra Screen Services Private Limited) 6,26,03,077
6,34,94,886
6,34,94,886
Form No.156 filed by the voluntary liquidator containing the statement showing the accounts is enclosed and marked as Annexure-D series to the report. 9. The letters received from the Income Tax Department stating that there is no outstanding demand from the assessee are enclosed at Annexures-
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NC: 2023:KHC:26973 OLR No. 1 of 2022
E1 to E4. The voluntary Liquidator has also issued a certificate dated 30.11.2021 (Annexure-E5) inter alia confirming that all the processes have been followed in entirety in letter and in spirit, and the process of voluntary liquidation has been completed under his supervision having regard to all applicable laws. The office of Official Liquidator had issued a letter dated 13.11.2020 to the Registrar of Companies calling for objections, if any, for dissolution of the Company and reply has been sent on 16.12.2020 that there are no irregularities/contraventions noticed against the Company and its Directors and no inspection under Section 209A of the Companies Act has been carried out and no prosecution is pending against the Company. 10. It is further submitted by the Official Liquidator that the voluntary liquidator has performed necessary tasks in winding up of the affairs of the Company as per law, including the filing of all necessary statutory returns with the Registrar of Companies, Karnataka. The Official Liquidator has also submitted that the affairs of the Company not having been
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NC: 2023:KHC:26973 OLR No. 1 of 2022
conducted in the manner prejudicial to the interests of members, creditors or public interest, the Company could be permitted to be dissolved. 11. After having noted in detail the report of Official Liquidator that the affairs of the Company have not been conducted in a manner prejudicial to the interest of its members or public, and noting the paper publication that has been carried out pursuant to the requirement under Section 485(1) of the Companies Act, it is a fit case to accept the report of the Official Liquidator. 12. Accordingly, it is directed that M/s. Omnesys Technologies Private Limited is hereby dissolved with effect from 31.05.2022, which is the date of submission of the report to the Court. O.L.R. No.1/2022 is accordingly disposed of.
Sd/- JUDGE
KLY/-