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2015 (8) TMI 93 - HC - Companies LawValidation of pledge of shares when winding up was initiated – Applicant by liquidating shares supplied raw materials and made payments to some of key contractors of Company - Official Liquidator's Report considered subject transfer of shares violative of Section 531A of Companies Act, 1956 having taken place within six months prior to commencement of winding up - Held that:- Considering agreement of pledge and its enforcement, it transpires that agreement appeared to be in ordinary course of Company's business and bona fide in interest of Company –Had it not been for this agreement, business of Company would have ceased – Once original pledge was held to be valid, its subsequent transfer of shares in favour of Applicant cannot be faulted on ground that it amounts to fraudulent preference or invalid transfer during pendency of winding up – Agreement of pledge as well as transfer of shares by executing transfer deeds in respect thereof evidently happened before winding up order – Mere fact that share certificates along with duly executed transfer deeds were not lodged with Company or that such transfers were not registered in record of Company does not detract from completeness of transfer – Thus, pledge of shares by Company in liquidation and transfer of shares effected during pendency of winding up were both bona fide and in interest of Company in liquidation –Official Liquidator's Report disposed of – Decided in favour of Applicant.
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