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2014 (7) TMI 841 - HC - Companies LawCompany under winding up proceedings - application for revival of the company - Locus standi of the applicants - applications for convening meetings of creditors to consider their respective schemes of arrangement for revival of the company. - Held that:- In the case of a company which is being wound up, it would be binding on the company and its contributories. - There is no question of invocation of Section 391 of the Companies Act, 1956 because the Official Liquidator has not come up with any application requesting the court to convene a meeting of creditors or members of the company. - This section makes it explicit that in the case of a company being wound up a meeting can only be convened at the instance of the Official Liquidator. The section does not say that an application may be made by the Official Liquidator “also”. It just says “Official Liquidator”, so as to exclude all other persons including creditors and contributories. The scheme proposed by the applicant is equally unimpressive. No fund is brought into the company. Nothing is shown how the mill would be re-opened and run. There is no market survey, projection of sales etc.. Only tall promises are made in the scheme, for payment to creditors. LOCUS STANDI - Held that:- None of the applicants, who made applications for convening meetings of creditors for the purpose of consideration of their respective schemes for revival of the company, impressed me with regard to their locus standi. - The applicants who held themselves out to be the creditors of the company could not furnish any proof of the company’s debt towards them. No evidence of supply of goods like delivery receipts, challans, contract papers etc between them and the company were produced before the court. Ownership of shares - transfer of shares after order of winding up - Held that:- in the case of winding up any disposition of shares after commencement of winding up shall be void unless otherwise ordered by the court. - If the transaction is void there is no value of the shares certificates. Neither can it be said that the property in the shares has passed. The transferee gets no title. Equally flawed is the argument that the transferors’ in such cases are trustees for the transferees. If the transfer is void ab initio the relationship of trustee and beneficiary does not arise. Therefore, all these arguments fail. - all applications dismissed.
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