S P SOOD Vs. REGISTRAR OF COMPANIES DELHI

JUDGEMENT

(1.) This petition under Sections 518 and 466 of the Companies Act, 1956, raises an interesting question as to 'the power of the Court to bring a voluntary winding up to an end. The facts of the case are that there is a company, M/s. Dimples Private Limited which has a paid-up capital of Rs. 34,200 ;it was incorpora- ted on 8th February, 1957, but its business came to an end in 1962-63. On 15th April, 1967, the share-holders held an extraordinary general meeting and adopted a special resolution sending the company into a members voluntary winding up. The applicant, Shri S. P. Sood became the Voluntary Liquidator of the company. The Voluntary Liquidator realised all the amounts due to the company with the result that Rs. 34,032.28 are now with him as per statement of accounts made up to 14th April, 1976, annexure 'C' attached to the petition. There are only two share-holders of the company-Mrs. Leela Puri who has one share and Movies Private Limited which has 341 shares. The share-holders held a meeting on 9th August, 1976. resolving that the voluntary winding up should be stayed and the Court should be moved. A copy of that special resolution is annexure 'D'. Acting on this resolution, the Voluntary Liquidator has prayed that the voluntary winding up may be stayed permanently.

(2.) Notices of this petition have been given to the Registrar of Companies and the Central Government and also published in the Hindustan Times and Chitra Weekly. An affidavit has been filed on behalf of the Registrar of Companies stating that there was no opposition to the petition on merits, but pointing out that the special resolution had not been filed. Now a receipt has been filed which shows that the special resolution seeking to get the winding up terminated has also been filed.

(3.) The main controversy in the case turns on whether the Court has power to stay a voluntary winding up. The power of the Court in relation to a winding up order passed by itself is contained in Section 466 of the Companies Act, 1956, which gives power to the Court on an application either of the Official Liquidator or a creditor or a contributory to pass an order staying the proceedings either altogether or for a limited time. If the present winding up was the result of a winding up order passed by the Court, there would be no doubt that the Court would have jurisdiction. For the purposes of submitting that the Court has a similar power in relation to a voluntary winding up, the petitioner relies on Section 518 of the Act. Sub-section (1) of that Section reads :-