ORDER

W. Broome, J. - This petition filed by Sri Raja Mohan Manucha challenges the validity of three resolutions passed on 22nd September, 1962 at an extraordinary general meeting of the shareholders of the Ajodhia Bank Limited, Faizabad, purporting to initiate the voluntary winding-up of the Company and appointing Sri Lakshmi Nath Saigal (Opposite Party No. 1) as voluntary liquidator, with a sub-committee composed of Opposite Parties 3, 4 and 5, to supervise the work of liquidation. The chief ground on which the resolutions are challenged is that a number of invaild votes were recorded. It is unnecessary, however, for me to consider this aspect of the matter, as an objection of a more fundamental nature, affecting the very basis of the voluntary liquidation, has been filed by the Registrar of Companies to the effect that no declaration of solvency had been filed in his office in accordance with law, as required by section 488 of the Companies Act, and rule 313 of the Companies (Court) Rules, 1959.

2. Section 488 (2) (b) lays down that the aforementioned declaration of solvency must be accompanied by an audit report on the profit and loss account of the company for the period commencing from the date up to which the last such account was prepared and ending with the latest practicable date immediately before making of the declaration ", together with the balance sheet of the company, " made out as on the last mentioned date," and further that the said declaration must embody a statement of the company's assets and liabilities f0 as at that date ". In the present case the declaration of solvency was made on 25th August, 1962 and was presented in the office of the Registrar on 17th September, 1962, but the audit report related only to the period ending on 30th June, 1962 (i.e., for the six months following the previous audited account for the year ending 31st December, 1961) and the balance sheet supplied was also made out as on 30th June, 1962. The contention advanced on behalf of the Registrar is that 30th June, 1962 cannot reasonably be considered to be the "latest practicable date", as required by clause (2) (b) of section 488, and that the audit report and the balance sheet should have covered the period up to 15th August, 1962 at least. Furthermore, it appears that no statement of the Company's assets and liabilities was embodied in the declaration of solvency as required by section 488 (2) (b). Learned counsel for the voluntary liquidator has tried to argue that the balance sheet as on 30th June, 1962 shows the Company's assets and liabilities on that date ; but it is obvious from the wording of the section that the statement to be embodied in the declaration is meant to be something distinct from the balance sheet.

3. The Registrar further points out that according to rule 313 of the Companies(Court) Rules the declaration of solvency made under section 488 of the Act must be in form 149,whereas the declaration submitted by the opposite-parties in the present present case is not at all in this Form. An attempt has been made to argue that the form adopted is substantially the same, as that set forth in Form 149 ; but a com- parison of the two shows that there is considerable difference, one of the main differences being the entire omission of the statement of assets and liabilities prescribed as an appendix in Form 149.

4. I am satisfied that the objections raised by the Registrar of Companies are sound. The declaration of solvency presented in his office by the opposite-parties, was not in conformity with the provisions of clause (2) (b) of section 488 of the Companies Act, nor was it drawn up in Form 149, as required by rule 313 of the Companies (Court) Rules. The declaration was thus rightly rejected by him and the voluntary winding-up initiated by the resolutions passed on 22nd September, 1962 cannot therefore be treated as valid and legal. In order to meet the Registrar's objections it will be necessary to start the pr