1962 (9) TMI 31 - HC - Companies Law

Summary

Issues:
- Whether it is a fit case for the appointment of a provisional liquidator to take over the records, assets, and properties of the company until the petition for winding up is decided.
- Whether the company is liable to be wound up under section 433(c) and (f) of the Companies Act.

Analysis:
The petitioner filed an application under sections 433 and 450 of the Companies Act, 1956, seeking the appointment of a provisional liquidator for the company, alleging that the company had suspended its business for over a year and its funds were misused and embezzled. The managing director of the company admitted that the company had ceased doing business and had disposed of vehicles and route permits without depositing the proceeds in the bank. The court, considering the circumstances and the company's financial status, appointed the official liquidator as a provisional liquidator to take custody of the company's assets and properties.

In response, the company contended that it still possessed assets, including buses, and was planning to acquire route permits to restart its business. The company argued that the previous mismanagement allegations were against the former management and that the current directors were not involved in any wrongdoing. The company's director also mentioned various amounts owed to the company by other entities. However, the court noted that the company's actual cash on hand was significantly less than the amounts owed, raising concerns about the company's financial stability.

The court referred to a previous case where the absence of profit alone was not sufficient grounds for winding up a company if it was making profits under new management. However, in the present case, the court found that the circumstances warranted the appointment of a provisional liquidator under section 450 of the Companies Act. The court directed the provisional liquidator to take control of the company's assets and report back within a fortnight.

The court framed the issue of whether the company is liable to be wound up under sections 433(c) and (f) of the Companies Act for further evidence and directed both parties to submit their list of documents and witnesses within a specified timeframe for the upcoming hearing.