1988 (8) TMI 345 - HC - Companies Law

Summary

Issues: Interpretation of bye-laws of a cooperative society regarding membership eligibility based on insolvency, authority of the official liquidator to dispose of property of a company in liquidation, application of previous judgments in similar cases.

The judgment addressed the question of whether a company ordered to be wound up ceases to hold any interest in immovable property owned by it as a member of a cooperative society. The applicant, a cooperative society, sought the return of plots and buildings held by the company, claiming the company's indebtedness to them. The first issue raised was the interpretation of the society's bye-laws regarding membership eligibility. The applicants argued that the company, being in insolvency circumstances, ceased to be a member. The court clarified that the bye-law in question applied to natural persons, not legal entities like corporations, based on the Marathi wording used. The bye-law's intent was for individual human persons, not legal persons, to be affected.

The second issue raised was the authority of the official liquidator to dispose of the company's property in liquidation. The applicants cited previous judgments to argue that the liquidator should not continue to occupy the property. The court analyzed the powers of the liquidator under the Companies Act, noting that the liquidator could sell company property for the purpose of winding up. The court emphasized that the company, as a member of the society, had disposal power over the property. The court distinguished previous cases where the company was a tenant, highlighting that in the present case, the company had a saleable interest that the liquidator could sell. The court concluded that the liquidator was empowered to sell the property with court permission and was not obligated to return possession to the applicants.

In conclusion, the court discharged the judge's summons and dismissed the company's application with costs. The judgment clarified the interpretation of bye-laws regarding membership eligibility and affirmed the authority of the official liquidator to dispose of company property in liquidation based on the specific circumstances of the case, distinguishing it from previous judgments involving different property interests.