Winding up proceedings must adhere to statutory protocols prohibiting proceedings without court approval.

O R D E R

% 08.09.2025 CO.APPL.581/2025

1. Learned Standing Counsel appearing for Official Liquidator submits that despite the initiation of winding up proceedings before this Court and the Official Liquidator being appointed as a Provisional Liquidator in terms of order dated 22.05.1997, proceedings have been filed before the District Consumer Disputes Redressal Commission at Jaipur, Rajasthan being Complaint Nos.CC/174/2024 and CC/175/2024 captioned Santosh Singh v. CRB Capital Markets Ltd. [hereinafter referred to as “Consumer Complaints”].

1.1 Learned Counsel for the Official Liquidator seeks to rely upon Annexure 2 in this behalf and the order dated 26.05.2025 passed by the District Consumer Disputes Redressal Commission, Jaipur-II.

2. Learned Counsel further submits that in terms of Section 446 of the Companies Act, 1956 [hereinafter referred to as “Companies Act”] once a winding up order has been passed or the Official Liquidator is appointed as a Provisional Liquidator, no suit or proceeding shall continue without the leave of the Court.

3. Learned counsel for the petitioner further submits that the applicants have not sought any permission from this court under Section 446 of the Companies Act prior to filing these Consumer Complaints.

4. Issue Notice.

5. On steps being taken, let notice be served on the non-applicants, returnable for 31.10.2025. Dasti in addition. Affidavit of service be filed within a week.

6. Section 446 of the Companies Act provides that once an order for winding up has been passed or the Official Liquidator has been appointed, no Suit or legal proceedings shall be commenced or if pending at the date of the winding up order, the same shall not be proceeded with, against a company, except with the leave of the Court.

It is apposite to extract the provision below: “446. SUITS STAYED ON WINDING UP ORDER (1) When a winding up order has been made or the Official Liquidator has been appointed as provisional liquidator, no suit or other legal proceeding shall be commenced, or if pending at the date of the winding up order, shall be proceeded with, against the company, except by leave of the [Tribunal] and subject to such terms as the [Tribunal] may impose. (2) The [Tribunal] shall, notwithstanding anything contained in any other law for the time being in force, have jurisdiction to entertain, or dispose of – (a) any suit or proceeding by or against the company;

(b) any claim made by or against the company (including claims by or against any of its branches in India);

(c) any application made under section 391 by or in respect of the company;

d) any question of priorities or any other question whatsoever, whether of law or fact, which may relate to or arise in course of the winding up of the company;

whether such suit or proceeding has been instituted, or is instituted, or such claim or question has arisen or arises or such application has been made or is made before or after the order for the winding up of the company, or before or after the commencement of the Companies (Amendment) Act, 1960.”

[Emphasis Supplied]

7. Concededly, by an order dated 22.05.1997, this Court had initiated proceeding for winding up and had directed the appointment of the Official Liquidator as the Provisional Liquidator. The Court had also restrained the Respondents and its Directors from disposing of or parting with possession of any of the assets of the Company. The proceedings remain pending before this Court.

8. Given the fact that the Consumer Complaints have been initiated without seeking the leave of the Court as is requisite under Section 446 of the Companies Act the proceedings before the District Consumer Disputes Redressal Commissi