1978 (5) TMI 99 - HC - Companies Law

Summary

Issues:
Violation of statutory provisions in convening the final general meeting, failure to comply with prescribed forms and timelines, jurisdiction under section 633 of the Companies Act, whether a voluntary liquidator qualifies as an officer of a company, condonation of irregularities based on lack of loss to the company and absence of dishonesty.

Violation of Statutory Provisions:
The petitioner, a voluntary liquidator, conducted the winding-up proceedings of the company but failed to comply with various statutory requirements under section 497 of the Companies Act. The Registrar of Companies pointed out irregularities in convening the final general meeting, notice publication, filing of resolutions, and timely submission of final statements. The opposite parties argued that the petitioner violated statutory provisions, rendering the irregularities non-condonable.

Jurisdiction under Section 633:
During the hearing, a contention arose regarding the applicability of section 633 of the Act to the petitioner as a voluntary liquidator, challenging whether he qualifies as an officer of the company. The definition of an officer under section 2(30) was analyzed, and a previous decision was cited to establish that a liquidator represents the company and can be considered an officer, enabling the petitioner to seek relief under section 633.

Condonation of Irregularities:
The court considered the petitioner's conduct, emphasizing that if negligence or omissions by an officer do not cause loss to the company and are not deliberate or dishonest, section 633 can be invoked to condone irregularities. The petitioner demonstrated honest efforts in finalizing the winding-up, paying off creditors, and depositing undistributed amounts. Despite procedural lapses, the court found no dishonesty or deliberate delay, leading to the condonation of irregularities under section 633.

Conclusion:
In the absence of loss to the company due to the irregularities committed by the petitioner and considering his honest intentions and satisfactory winding-up results, the court granted relief under section 633 of the Act. The petition was allowed, irregularities were condoned, and the petitioner was directed to rectify the omissions promptly, with no order for costs imposed.