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1998 (9) TMI 591 - HC - Companies Law

Issues: Petition for winding up of the company based on inability to pay debts and disappearance of substratum.

Analysis:
1. The petitioner sought winding up of the company, claiming the company failed to pay its debts after receiving a statutory notice under section 434(1)(a) of the Companies Act, 1956. Additionally, it was argued that the substratum of the company had disappeared, relying on precedents like Punjab Flying Club Ltd. and Darjeeling Bank Ltd. However, the court emphasized the strict interpretation of procedural requirements in company law, particularly regarding the service of notices at the registered office. The court found that the notice was not served at the registered office as required by law, leading to the rejection of the petition on this ground.

2. Regarding the disappearance of the substratum of the company, the court highlighted the necessity of specific pleadings detailing the assets, liabilities, and other relevant information to establish this claim. The court noted that the petition lacked sufficient pleadings based on the petitioner's knowledge and failed to disclose the source of information. Without adequate evidence of the substratum disappearing, the court concluded that the petitioner did not meet the requirements under section 434(1)(c) to warrant winding up on this ground.

3. The court addressed the company's defense that the loan advanced was to be repaid after the company generated profits but did not delve into this issue due to the dismissal of the petition on other grounds. Ultimately, the court found no merit in the petition on both counts and dismissed the company petition, with no order as to costs. The court also declined to grant any interim relief restraining the company from disposing of its assets, as the dismissal of the petition did not prevent the petitioner from pursuing other legal remedies if advised to do so.

 

 

 

 

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