Judgment :- 1. This appeal, purported to be under S.483 of the Companies Act, 1956, hereinafter referred to as the Act, raises an important question of law relating to the scope and applicability of the second proviso to sub-s. (1) of S.394 of the Act. 2. The Official Liquidator, High Court of Kerala, Ernakulam, is the appellant; respondents are: (1) Madura Company Private Ltd., and (2) Binny Limited, who were the petitioners before the Company Court. The petition before the Company Court was one for sanctioning a scheme for amalgamation of the transferor company (Madura Company Private Ltd.) with the transferee company (Binny Limited). In the petition there was also a prayer for an order for dissolution of the transferor company, without winding up. These two reliefs have been granted by the Company Court as per the order under appeal. In the course of his argument the only ground urged by the learned Advocate General, who appeared for the appellant, to attack the Company Court's order is that it is bad for want of notice to the appellant, who, according to him, is entitled to it in any proceedings in court which results in the dissolution of the transferor company in pursuance of a scheme for amalgamation, by virtue of the provisions contained in the second proviso to sub-section (1) of S.394 of the Act. 3. Sri. K. A. Nayar, counsel appearing for the respondents, has raised before us a preliminary point touching the maintainability of the appeal as, according to him, S.483 of the Act, under which the appeal is seen to have been filed, is attracted only to orders made or decisions given in the matter of winding up of companies by the Court. It is pointed out that in the present case the order under challenge is one sanctioning a scheme for amalgamation of the respondents-companies and for the dissolution of the transferor company, without winding up, under S.394 of the Act. The learned Advocate General has a case that under S.5 of the Kerala High Court Act, 1958, an appeal would lie to a Bench of two judges from an order of Single Judge in exercise of original jurisdiction. The learned Advocate General has a case that under S.5 of the Kerala High Court Act, 1958, an appeal would lie to a Bench of two judges from an order of Single Judge in exercise of original jurisdiction. It is not, however, necessary for us to go into this controversy in view of the order passed by this Court on 9-2-1971 in C. M. P. No. 573 of 1971, granting leave to the appellant to appeal against the order under challenge 4. The learned Advocate General at the outset submitted that the provisions contained in the second proviso to sub-section (1) of S.394 is mandatory, not directory. Some authorities also have been cited by him to draw distinction between the provisions which are mandatory on the one hand, and those which are directory on the other. In our opinion a consideration of the merit of this proposition would become relevant only if the second proviso to the subsection is found to be applicable to the case on hand. 5. It is next argued by the learned Advocate General that the Official Liquidator is entitled to notice of the proceedings for amalgamation of the companies, as the filing of a report to the Court by the Official Liquidator, on scrutiny of the books and papers of the company, that the affairs of the company have not been conducted in a manner prejudicial to the interests of its members or to public interest, is a condition precedent to the passing of an order for dissolution of any transferor company under clause (iv) of sub-section (1) of S.394 of the Act, and that such notice not having been given to the appellant, the order under appeal is bound to be set aside. Second proviso to the said sub-section is terms does not require the Court to give notice of the proceedings to the Official Liquidator. S.394A provides that the Court shall give notice of every application made to it under S.391 or S.394 to the Central Government, and shall take into consideration representations, if any, made to it by that Government before passing any order under any of those sections. S.394A provides that the Court shall give notice of every application made to it under S.391 or S.394 to the Central Government, and shall take into consideration representations, if any, made to it by that Government before passing any order under any of those sections. According to the learned Advocate General, though S.394A does not specifically mention that the Official Liquidator is entitled to receive notice of proceedings under S.391 or 394, the Court has both the power and the duty to issue notice to the Official Liquidator in order to give full effect to the provisions contained in the second proviso to sub-section (1) of S.394A of the Act. It is also argued that when the said proviso provides that the Court shall not make an order for dissolution of any transferor company unless the Official Liquidator has made a report to the Court that the affairs' of the company have not been conducted in a manner prejudicial to the interests of its members or to public interest, it is implied that the Official Liquidator is entitled to notice. This view probably is possible if the second proviso to the sub-section is read in isolation of the first proviso. In our opinion, in order to gather the intention of the legislature in regard to the scope and application of the second proviso, it has to be read and understood in the context of the first proviso. 6. The first proviso reads as follows: "Provided that no compromise or arrangement proposed for the purposes of, or in connection with, a scheme for the amalgamation of a company, which is being wound up, with any ether company or companies, shall be sanctioned by the Court unless the Court has received a report from the Company Law Board or the Registrar that the affairs of the company have not been conducted in a manner prejudicial to the interests of its members or to public interest." It is beyond doubt that this proviso has application only to cases where the company concerned in the amalgamation scheme is in the process of being wound up; it deals with the sanctioning by the Court of a scheme for the amalgamation of a company which is being wound up. The second proviso contemplates another contingency, namely, dissolution, without winding up, of the transferor company involved in the same proceedings. The second proviso contemplates another contingency, namely, dissolution, without winding up, of the transferor company involved in the same proceedings. The second proviso reads as follows: "Provided further that no order for the dissolution of any transferor company under clause (iv) shall be made by the Court unless the Official Liquidator has, on scrutiny of the books and papers of the company, made a report to the Court that the affairs of the company have not been conducted in a manner prejudicial to the interests of its members or to public interest". The use of the expression "further" after "Provided" at the beginning of the proviso is of considerable significance. It would appear that the legislature has chosen a further condition to be imposed for the grant of relief of dissolution without winding up of the transferor company over and above those laid down in the first proviso for sanctioning the scheme for amalgamation of a company, which is being wound up, with any other company or companies. This would lead to the inference that where the first proviso is not applicable to the case, the second proviso also will not be applicable to it. This being a case not of a scheme for amalgamation of a company, which is being wound up, neither of the provisos comes into play. Clauses (i) to (vi) of sub-s. (1) of S.394 enumerate generally matters for which provision may be made by the Court either by the order sanctioning the compromise or arrangement, or by a subsequent order; they do not contain any special provision with respect to the scheme for the amalgamation of a "company, which is being wound up" with any other company or companies. This lacuna in the Act, as it originally stood, has been removed by the insertion of the two provisos, after the said clauses, by S.48 of the Companies (Amendment) Act, 1965 (Act 31 of 1965). 7. Our view that the second proviso has no application to cases to which the first proviso would not apply is strengthened on a consideration of the functions and powers of the Official Liquidator with reference to S.448 to 451 of the Act. S.448, inter alia, provides for the appointment of an Official Liquidator attached to each High Court for purposes of the Act so far as it relates to "the winding up of the companies by the Court". S.448, inter alia, provides for the appointment of an Official Liquidator attached to each High Court for purposes of the Act so far as it relates to "the winding up of the companies by the Court". S.449 lays down that "on a winding up order" being made in respect of a company, the Official Liquidator, shall, by virtue of his office, become the liquidator of the company. S.450 deals with the appointment and powers of provisional liquidators. S.451 contains general provisions as to Liquidators. A perusal of these provisions relating to Official Liquidators would broadly indicate that the Official Liquidator as a rule comes into, the picture only where there is action or proceedings for winding up of the companies. Sub-s.(1) of S.391 provides that in the case of a company which is being wound up the Official Liquidator may make application to the Court for ordering meeting of the creditors or class of creditors, or of the members or class of members, as the case may be, to be called, held and conducted. In the amalgamation proceedings which involve a company that is being wound up, the Official Liquidator invariably would be before the Court, participating in the proceed ings, and therefore it might not be necessary to issue separate notice to him before passing a final order. That may possibly be the reason why there is no specific provision either in the first proviso to subsection (i) of S.394 or S.394A of the Act requiring the Court to give notice of the application under S.391 and 394 of the Act. This again seems to be the reason why there is no provision in the second proviso to sub-s. (1) of S.394 requiring the Court to give notice to the Official Liquidator before the passing of the order of dissolution without winding up. 8. In order to impress upon us the effect of dissolution, the learned Advocate General has drawn our attention to the following passage in Halsbury's Laws of England, 3rd Edition, Vol. VI, at page 730, reading as follows: "The dissolution puts and end to the existence of the company. Unless and until it has been set aside, it prevents any proceeding being taken against promoters, directors or officers of the company to recover money or property due or belonging to the company or to prove a debt due from the company. VI, at page 730, reading as follows: "The dissolution puts and end to the existence of the company. Unless and until it has been set aside, it prevents any proceeding being taken against promoters, directors or officers of the company to recover money or property due or belonging to the company or to prove a debt due from the company. When the company is dissolved, the statutory duty of the liquidator towards the creditors and contributions is gone; but, if he has committed a breach of his duty to any creditor by distributing the assets without complying with the requirements of the Act, he is liable in damages to the creditor". It is submitted by the learned Advocate General that the salutary provisions contained in the Act for safeguarding the interests of the members, creditors and the public would be set at naught if in a scheme for amalgamation the transferor company is enabled to secure an order from the Court for its dissolution without notice to the Official Liquidator. He has adverted to the provisions contained in S.528 to 560 of the Act regarding the modes of winding up of companies in a general way, and to the powers and functions of the Official Liquidator under S.497 (6), 509 (6), 542, 543, 545, 478 and 538 of the Act specifically. The apprehension expressed by the learned Advocate General seems to be unwarranted in view of the provisions for safeguarding the interests of all concerned contained in S.559 of the Act and in R.67 to 87 of the Companies (Court) Rules, 1959. 9. We are of the opinion that the second proviso to sub-section (1) of S.394 of the Act is not attracted to the present case involving proceeding for the sanction of the scheme for amalgamation of the respondents-companies and for the dissolution, without winding up, of the transferor company, and that the order under appeal passed by the Company Court is not liable to be set aside for the sole reason that no notice of the proceedings was issued by the Court to the appellant Official Liquidator. The appeal, therefore, fails and is dismissed; but in the circumstances of the case we make no order as to costs. Dismissed.