UNION OF INDIA Vs. ASIA UDYOG PRIVATE LIMITED

JUDGEMENT

(1.) THIS appeal is directed against an order of the District Judge, Delhi, made in Misc. Company Case No. 5/65 by which the petition of the appellant under Section 153A(1)(f) of the Companies Act, 1913, hereinafter called the Act of 1913, read with Section 647 of the Companies Act, 1956, hereinafter called the Act of 1956, seeking an order providing for payment of certain tax outstandings of respondent No. 2 by respondent No. 1 and/or respondent No. 3 was dismissed on the grounds that the petition was not only not maintainable but was also barred by time and the question that this appeal raises are as to the true construction of the provisions of Section 153A(1)(f) of the Act of 1913 and its corresponding provision in the Act of 1956 as also of the provisions of Article 137 of the Limitation Act, 1963.

(2.) THE facts are not in dispute and may be briefly stated to the extent they are necessary. Respondent No. 1 is a joint stock company belonging to what was commonly known as the Dalmia Jain group. Respondent No. 2 was also a joint stock company in the same group and while respondent No. 2 was in voluntary liquidation with respondent No. 3 as the voluntary liquidator, the liquidator proposed a scheme of arrangement under Section 153 of the Act of 1913 for the amalgamation of respondent No. 2 with respondent No. 1 and after the statutory meeting of the members had been held to consider the scheme and had approved of it, the same was sanctioned by the District Judge, Delhi, by an order made on February 10, 1953. By a subsequent order of February 13, 1953, the District Judge in exercise of powers conferred on it further directed that the whole property of the transferor -company, that is respondent No. 2, would stand transferred to and vest in the transferee -company, that is respondent No. 1, and that all the liabilities of the transferor -company would, by virtue of the said order, become the liabilities of the transferee -company. Certain other directions were also made by the said order but these are not relevant for our present purpose. The appellant herein,Union of India, had a large claim against respondent No. 2 on account of the tax liability of the said respondent of the total order of about Rs. 30 lakhs which had arisen in the year 1953 -54.

(3.) THE petition was contested on behalf of the respondents and three preliminary objections were raised which led to the framing of three preliminary issues which are in the following terms :