Notice of assignment to official liquidator if necessary.

S. Swamikkannu, J.

1. This is an interesting Civil Revision Petition in which a principle of "Doctrine of Notice" has been the subject matter of argument advanced by both the sides. The Uma Investment Company incorporated under the provisions of the Indian Companies Act was in existence and the same became defunct and therefore an Official Liquidator had been appointed in this case. The main question that arises for consideration in this Civil Revision Petition, is whether it is the Director of the defunct company who has to be given the notice of the rights and claims of that company as original decree-holder as per the provision of 0.21, r. 6 of the C.P.C., or the Official Liquidator who had taken the reigns of administration on 22nd April, 1976 on the petition filed for winding up the company, namely, C.P. No. 441 of 1976. The preliminary decree had been passed in the suit on 9th April, 1974. The said preliminary decree had been assigned by Uma Investments Private Limited, namely the company which is undergoing liquidation, in favour of the respondents in this revision petition. Now, a question has arisen as to whether these respondents who are ready and willing to pay the amount that is due and payable to the decree-holder have to pay after giving notice to the Official Liquidator as per Section 531(A) of the Companies Act (1 of 1956) which is equivalent to Sections 320 and 321 of the Indian Companies Act of 1948. After Viswanatha Sastri Committee's Report had been accepted by the Central Government, Act 1 of 1956 came into the Statute Book of Bharat and the old Section 321 of the old Companies Act had been remodelled and put in a refined way so as to suit the Company Law of the country by way of provisions under Section 531(A) of the Companies Act (1 of 1956). In the instant case, on 23rd June, 1976, I.A. No. 645 of 1976 was filed by Uma Investments Private Limited for final decree. The order of winding up had emanated from the competent Court on 23rd July, 1976 in C.P. No. 441 of 1976. On 9th August, 1976 the final decree was passed. On 19th August, 1976, the present execution petition was filed in which the order under revision was pronounced with respect to the notice that has to be given with respect to the assignment of the decree.

2. E.P. No. 277 of 1976 was filed in Q.S. No. 687 of 1973. On 18th August, 1,978, a petition had been filed in this Execution Petition for recognising the assignment of decree and sale of the movables attached before judgment under O. 21, r. 11 of the C.P.C. the said E.P. No. 277 of 1976, dated 18th August, 1978 was disposed of by an order of the learned II Additional Subordinate Judge, Combater, on 15th day of April, 1980 holding as follows:

I therefore think that Sub-section (1) of Section 26 is qualified by Sub-section (2) of Section 26. Moreover, I am inclined to think that even if any transfer is effected without any sanction of the Chit Registrar, the transfer cannot be void. Therefore, I dismiss the contention of the learned Counsel for the respondents that the assignment is hit by Section 26(1) of the Madras Act XXIV of 1961.

The assignment was recognised. As against the above order, the respondents (V. Natarajan and V. Thangavel) in E.P. No. 277 of 1976 have come forward with this civil revision petition inter alia contending that notice ought to have been served on the Official Liquidator because it is he who comes into the picture after the winding up proceedings had been taken up by the Court, and he had been given directions by the Court to submit report to the Court regarding the financial condition of the company so wound up. On the other hand, the learned Counsel for the respondents in this revision petition contends that the lower Court is correct in having held that the notice to the Uma Investments Private Limited is quite sufficient because the assignment of decree was only on 22nd August, 1974 which is about 2 years prior to the appointment of the Official Liquidator