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HIGH COURT OF RAJASTHAN (JAIPUR BENCH)
MR. JUSTICE MAHENDAR KUMAR GOYAL, J
Maharaja Kishangarh Mills – Appellant
Versus
Official Liquidator – Respondent
JUDGMENT :
MAHENDAR KUMAR GOYAL, J.
In S.B. Company Application No.43/2013:
1.For the reasons stated in the application no.13275/2019 filed by the applicant for taking on record the Memorandum and Articles of Association, which is not opposed by the learned counsels for the non-applicants/respondents, the same is allowed. The Memorandum and Articles of Association appended with the application is taken on record.
2. Since, all these four company applications share similar facts and common questions of law, they have been heard together and are being disposed of vide this common order.
3. For the sake of convenience and ready reference, facts are being referred from the company application no.40/2013:The Maharaja Kishangarh Somyag, Mills Co. (Trans.) Ltd. vs. Official Liquidator and Another. It is stated therein that a lease agreement dated 22.01.1943 was executed in between the applicant (for brevity, ‘old company’) and The Maharaja Kishangarh Mills Co. Ltd. (for brevity, ‘new company’) whereby, the old company had leased its plant, machinery, land and building to the new company. A winding up petition no.3/56 came to be filed against the new company which was allowed vide order dated 1
Directors of a company can initiate legal proceedings without a formal Board resolution if authorized by the Memorandum and Articles of Association.
Court clarified that post-liquidation, property possession must be secured legally; unauthorized dispossession is not permitted, aligning with principles of due process.
A statutory body retains no right to resume possession of leased land post-winding up without permission from the Company Court, despite lease cancellation being legally permissible.
Tenancy rights are not assets of a company in liquidation, and the official liquidator must substantiate the need for premises to retain possession under Section 446 of the Companies Act.
The judgement establishes that shareholders holding not less than one-tenth of a company have the right to apply under the Companies Act for remedies regarding oppression and mismanagement.
The court established that secured creditors must be included in winding up proceedings to protect their interests in mortgaged properties.
The attornment of tenancy by the original landlord and the passage of twelve years since the attornment were crucial in establishing the entitlement and status of respondents No.1 to 5.
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