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Issues involved:
Petition under section 433(a) of the Act for winding-up based on insolvency and inability to pay debts, opposition by official liquidator alleging fraud, relevance of financial position and public interest in winding up, prima facie case for admitting the petition, company's closure and heavy indebtedness, appointment of official liquidator, legal responsibility of ex-directors post winding up. Analysis: The petitioner, a company, filed a petition under section 433(a) of the Act seeking winding-up due to insolvency and inability to pay debts, supported by a special resolution. The court issued notice to the Registrar of Companies and the Central Government, leading to a counter-affidavit by the official liquidator opposing the petition. Allegations of fraud by the directors were made, suggesting a mala fide intent behind the petition to avoid legal consequences. The petitioner argued insolvency and business closure, referencing relevant court decisions emphasizing public interest in winding up over motives or mismanagement. The court, after hearing both parties, found a prima facie case for admitting the petition and ordered its advertisement under rule 24 of the Companies (Court) Rules, 1959. Subsequently, after confirming compliance with the rules, the court considered the uncontested facts of the company's closure, heavy indebtedness, and lack of revival prospects. Citing the Bombay High Court's stance on public interest in winding up companies, the court concluded that the case for winding up was established. Despite granting the winding-up petition and appointing the official liquidator, the court clarified that ex-directors remain legally responsible for their actions, emphasizing that the winding up does not absolve them of liabilities or penal actions. The official liquidator's role was outlined, highlighting the need for proper handling of assets, creditor claims, and legal proceedings. The court directed the petitioner to follow rule 113 of the Companies (Court) Rules, 1959, and instructed the office to proceed as per the relevant rules for the winding up process. In summary, the judgment allowed the petition for winding up the company based on insolvency and public interest considerations, appointing the official liquidator while emphasizing the continued legal responsibilities of ex-directors and the need for proper handling of assets and creditor claims post-winding up.
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