1970 (7) TMI 35 - HC - Companies Law

Summary

Issues Involved:
1. Jurisdiction of the court under Section 536(2) of the Companies Act, 1956.
2. Validity of dispositions of property made by the company after the commencement of winding-up proceedings but before a winding-up order is made.
3. Interpretation of Section 536(2) and its application to pending winding-up petitions.

Detailed Analysis:

1. Jurisdiction of the Court under Section 536(2) of the Companies Act, 1956:
The primary issue revolves around whether the court has the jurisdiction to validate dispositions of property made by a company during the period between the presentation of a winding-up petition and the issuance of a winding-up order. The court examined the language of Section 536(2), which states that any disposition of property made after the commencement of winding-up proceedings shall be void unless the court otherwise orders. The court concluded that the jurisdiction to validate such dispositions can only be invoked after a winding-up order is made, as the section is designed to operate between the presentation of the petition and the issuance of the order. The court emphasized that the power to declare a transaction valid is contingent upon the transaction first becoming void due to the winding-up order.

2. Validity of Dispositions of Property Made by the Company After the Commencement of Winding-Up Proceedings but Before a Winding-Up Order is Made:
The court discussed that any disposition of property made by the company during the period between the presentation of the winding-up petition and the issuance of the winding-up order would be valid at its inception but would become void if a winding-up order is later made. The court's role is to examine such transactions post facto, i.e., after they have become void due to the winding-up order. The court rejected the argument that it should validate transactions in anticipation of a winding-up order, as this would be an exercise in futility if the petition is ultimately dismissed.

3. Interpretation of Section 536(2) and its Application to Pending Winding-Up Petitions:
The court interpreted Section 536(2) to mean that the jurisdiction to validate transactions can only be exercised after a winding-up order is made. The court referred to various precedents, including the decisions in In re A. I. Levy (Holdings) Ltd. and In re Miles Aircraft Ltd., which presented conflicting views on the issue. The court sided with the reasoning in In re Miles Aircraft Ltd., which held that the court has no jurisdiction to validate transactions before a winding-up order is made. The court also considered Indian case law, such as Ramesh Chandra v. Chopasni Ice, Aerated Water and Oil Mills Ltd. and Mandya National Paper Mills Ltd. v. Shreeram Durgaprasad (Private) Ltd., which supported the view that the court's jurisdiction under Section 536(2) is only triggered after a winding-up order is issued.

Conclusion:
The court concluded that it has no jurisdiction to entertain applications for validating transactions made by the company before a winding-up order is made. The applications filed by the Gujarat State Textile Corporation for permission to create mortgages on the company's immovable properties were dismissed, and the rule was discharged with costs. The court emphasized that the jurisdiction under Section 536(2) can only be invoked after the company is ordered to be wound up, ensuring that the liquidator has the opportunity to review the transactions.