POLAROID INDIA PRIVATE LIMITED Vs. NAV NIRMAN CO

JUDGEMENT

(1.) THE present company petition came to be admitted by a judgment delivered on 7th March, 2000. An appeal was preferred by the respondent company against the order of admission which came to be heard and disposed of by an order of the Division Bench dated 5-6-2000. Before the Division Bench, it was argued on behalf of the respondent company that the maintainability of the petition for winding up was sought to be contested on the ground that the winding up in the present case was sought in respect of the affairs of a registered partnership, something which according to the petitioner was not permissible under the provisions of Part X of the Companies Act, 1956. The maintainability of the petition had not been challenged at that stage before the learned Single Judge and having regard to the question of law, which was pleaded, the Division Bench while allowing the appeal directed that the petition be heard afresh on all points including the point which was raised by way of amendment. In paragraph 6 of its order the Division Bench has clarified that the Court had no occasion to enter into the merits of the rival contentions and the order of the learned Single Judge was set aside without investigating into the merits of the case. The petition has thus been placed for admission once again and has been argued for admission.

(2.) BEFORE going into the merits of the case, it would be necessary to consider whether the petition is maintainable. An additional affidavit of 13-9-2000 has been filed on behalf of the company in which it has been sought to be contended that the provisions of Part X of the Companies Act, 1956 apply to an unregistered company and will not therefore apply to a firm which is duly registered under the Indian Partnership Act, 1932. It has been sought to be contended that under section 583 of the Act only an unregistered company may be wound up and the respondent which is duly registered under the Indian Partnership Act, 1932 is not an "unregistered company" within the meaning of the expression used in the Companies Act. 1956.

(3.) IT is common ground that the first respondent is a partnership which was registered under the provisions of the Indian Partnership Act, 1932. The question as to the maintainability of the petition which is being raised on behalf of the respondents would have to be considered with reference to the provisions of Part X of the Companies Act, 1956. The question is not bereft of authority as will as shortly pointed out, but the matter may be approached on the basis of the first principles on the interpretation of the language contained in Part X itself. Part X of the Companies Act, 1956 is entitled "winding up of Unregistered Companies". The marginal note to section 582 is entitled "meaning of unregistered company". Section 582 of the Act provides thus : 582. For the purposes of this Part, the expression "unregistered company"---