Simplex Concrete Piles (India) Ltd. v. Venkatesh Coke and Power Ltd.
2010-05-03
SUDERSHAN KUMAR MISRA
body2010
DigiLaw.ai
Sudershan Kumar Misra, J. (Oral) 1. This application has been moved on behalf of the ex-management of M/s. Venkatesh Coke and Power Ltd., under Rule 9 of the Companies (Court) Rules, 1959 read with Section 151 CPC praying for directions to the Registrar of Companies to effect necessary corrections in the records of the website to clearly indicate that the respondent company is under "provisional liquidation" and not under "liquidation", as is being currently shown. 2. Issue notice to the Official Liquidator as well as to the Registrar of Companies. Ms. Rajdipa Behura, Advocate and Mr. V.K. Gupta, Deputy Registrar of Companies, accept notice on behalf of the Official Liquidator and the Registrar of Companies, respectively. 3. Mr. V.K. Gupta, Deputy Registrar of Companies, states that he would not like to file reply to this application. He states that the Registrar of Companies merely reproduces the information supplied by the Official Liquidator and that the respondent company has been shown to be under `liquidation' in the records of the Registrar of Companies pursuant to a communication in this regard received from the Official Liquidator. 4. Ms. Rajdipa Behura, Advocate for the Official Liquidator, states that, in fact, such communications are issued from time to time to the Registrar of Companies, although she is not absolutely sure whether in this particular case also, the company was shown by the Official Liquidator to be in `liquidation' and not in `provisional liquidation'. Be that as it may, the fact remains that only a provisional liquidator has been appointed in respect of the company on 14.09.2006 by this Court. No winding up order has been passed by this Court in this case as yet. 5. The only provision concerning the status of the company concerned, i.e. the manner in which it is to be indicated, pointed out by the Deputy Registrar of Companies, appears to be contained in Rule 115 of the Companies (Court) Rules, 1959. This Rule states as follows: "115. Form of proceedings after winding-up order is made - After a winding-up order is made, every subsequent proceeding in the winding-up shall bear the original number of the winding-up petition besides its own distinctive number, but against the name of the company in the cause title, the words in liquidation, shall appear in brackets." 6.
Form of proceedings after winding-up order is made - After a winding-up order is made, every subsequent proceeding in the winding-up shall bear the original number of the winding-up petition besides its own distinctive number, but against the name of the company in the cause title, the words in liquidation, shall appear in brackets." 6. From this it is obvious that once a winding up order is made, further proceedings in the winding up must also indicate the status of the company by inserting the words, "in liquidation" in parenthesis against the name of the company in the cause title. It bears repetition that this provision applies to every subsequent proceeding, "in the winding up." To my mind, the updation of the records of Registrar of Companies, pursuant even to an order of winding up, cannot be construed as a subsequent proceeding, "in the winding up", contemplated by the aforesaid Rule 115. Consequently, this can have no application here. No other provision has been brought to my notice setting down a specific requirement of adding any suffix to the name of the company, as displayed by the Registrar of Companies in its records. 7. Be that as it may, one thing is clear that even if the Registrar of Companies is obliged to display the extant status of the company in its records, it cannot be permitted to attribute a status to the company which does not actually exist. Since the winding up order has not been passed, there is no question of the words `in liquidation' being displayed next to the name of the company in the records as well as the official website of the Registrar of Companies. At best, if it chooses to do so, the Registrar of Companies may use the words `in provisional liquidation' in parenthesis next to the name of the company. 8.
At best, if it chooses to do so, the Registrar of Companies may use the words `in provisional liquidation' in parenthesis next to the name of the company. 8. It may be that the rules only provide for the words, `in liquidation' in parenthesis against the name of the company in the cause title in every subsequent proceeding in the winding up, after the winding up order has been made, while there is no such provision for the status of the company to be displayed as either, `in liquidation' or `in provisional liquidation' in the records of the Registrar of Companies, but in my view, the objective of displaying such a status in the records of the Registrar of Companies is to give to the general public an as accurate and up-to-date information regarding the status of the company as possible. Keeping that in mind, even the appointment of a provisional liquidator to take charge of the affairs of the company is a significant step in the affairs of the company and public interest would be best served if this fact is also displayed prominently. Therefore, to my mind, the practice of the Registrar of Companies to seek to display the status, even if the company is only in the hands of a provisional liquidator, is salutary and should not be interdicted by the Court. The only requirement is that any such information must be accurate. In this case, since the winding up order has not been passed, the Registrar of Companies must be content by stating that the company is, "in provisional liquidation," against the name of the company in its records. Needless to say, this position would have to be updated in the necessary records, as well as in the website, whenever required. 9. The records and website of the Registrar of Companies be accordingly amended within four weeks from today. In other cases also, the same approach be adopted. 10. The Official Liquidator to also ensure that the correct information in this regard is transmitted to the Registrar of Companies. 11. The application is disposed of in the above terms.