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Issues Involved:
1. Application of second proviso to subsection (1) of section 394 of the Companies Act, 1956. 2. Necessity of the official liquidator's report for dissolution without winding up. 3. Role and appointment of the official liquidator under section 448 of the Companies Act, 1956. Detailed Analysis: 1. Application of Second Proviso to Subsection (1) of Section 394 of the Companies Act, 1956 The primary issue in these appeals is the application of the second proviso to subsection (1) of section 394 of the Companies Act, 1956, in the context of an application made under section 391 for the amalgamation of two companies, where the order is to be passed for dissolution without winding up of the transferor-company. The court clarified that sections 391 and 394 must be read together. Section 391 allows the court to sanction a scheme of amalgamation without the company first being wound up. Section 394 sets out the procedure, including the necessity for a report from the official liquidator, ensuring that the affairs of the company are not conducted in a manner detrimental to the interests of shareholders or public interest. 2. Necessity of the Official Liquidator's Report for Dissolution Without Winding Up The court emphasized that no order for the dissolution of any transferor-company shall be made by the court unless the official liquidator has scrutinized the books and papers of the company and reported that the affairs have not been conducted prejudicially. The court rejected the appellants' contention that the order for dissolution without winding up is not required if the scheme prescribes merger. The court held that amalgamation inherently involves the dissolution of the transferor-company, necessitating the official liquidator's report as per the second proviso to subsection (1) of section 394. 3. Role and Appointment of the Official Liquidator Under Section 448 of the Companies Act, 1956 The court addressed the submission that the official liquidator's role is limited to the winding up of companies by the court. The court clarified that section 448 provides for the appointment of an official liquidator for each High Court, and the official liquidator's principal function is related to winding up. However, this does not preclude the official liquidator from performing other duties as prescribed by the Act. The second proviso to subsection (1) of section 394 specifically demands the official liquidator's report for the dissolution of a company without winding up, indicating that the official liquidator's role extends beyond mere winding up. Conclusion The court upheld the impugned order passed by the Company Judge, which required the official liquidator to file a report under the second proviso to subsection (1) of section 394 for the transferor-companies not in liquidation. The court found no merit in the appeals and dismissed them without any order as to costs. The judgment reinforces the necessity of the official liquidator's report in the dissolution process and clarifies the broader role of the official liquidator under the Companies Act, 1956.
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