9911796707
TMI Blog1998 (9) TMI 591X X X X Extracts X X X X X X X X Extracts X X X X ..... its debts. It is secondly contended that the substratum of the company had disappeared and on that count also by virtue of section 434(1)( c ), the company needs to be wound up. In support of the second contention, the learned counsel has relied on the judgment of the Lahore High Court in the matter of Punjab Flying Club Ltd., In re AIR 1933 Lahore 301, Darjeeling Bank Ltd., In re AIR 1948 Cal. 335, as also in the case of Bukhtiarpur Bihar Light Railway Co. Ltd. v. Union of India AIR 1954 Cal. 499 and in the case of Tripura Administration v. Tripura State Bank Ltd. AIR 1959 Tripura 41. 2. A company can be wound up for any of the causes as set out in section 433 of the Act. One of the grounds in section 433( e ) is that the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... equirement of law. 3. A company has its Board of Directors. The board of directors act by resolutions passed, unless specific power is conferred by the articles and/or the memorandum of association delegating powers to specific persons. In the instant case, it is not so. Though one of the directors did send a notice, the Registrar has not carried out the change in the register maintained by him under sub-section (2) of section 146. As pointed out earlier, mere sending of the notice is not sufficient. The Registrar must be satisfied that the change is duly authorized pursuant to a resolution of the board of directors. It is, therefore, not a mere mechanical act on the part of the Registrar to effect the change in the register but he must ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ng up, pleadings also have to be construed strictly as the severe consequences follow on an admission of the petition for winding up. The source of information has also not been disclosed. The case-law cited by learned counsel merely proceeds on the footing that even if there are assets left after the debts can be satisfied that by itself can be ground to hold that the substratum of the company has not disappeared. I need not go into all these aspects as in my opinion there are no sufficient pleadings before the court to come to the conclusion that the petitioner has been able to show as required by sub-section (1)( c ) of section 434 that the substratum of the company has disappeared. The contingent and prospective liabilities of the compa ..... X X X X Extracts X X X X X X X X Extracts X X X X
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