JUDGMENT : 1. Heard Sri V. Giri, Senior Advocate assisted by Sri Akhilesh Kalra as well as Sri Gautam Awasthi, Sri Avinash Chandra, Sri Amith Krishnan, Sri Ram Sajan Yadav, Sri Omendra Pratap and Ms. Garima Chauhan for the appellants/applicants and Sri Prashant Chandra, Senior Advocate assisted by Sri Pratiyush Kumar, Ms. Neha Rashmi and Sri Amal Rastogi for respondent No.1, Sri Savitra Varadhan Singh for respondent No.2-Registrar of Companies and Sri Shailendra Srivastava for respondent No.3-Official Liquidator. 2. In a winding-up petition filed by the Reserve Bank of India (RBI) against M/s Sahara India Financial Corporation Limited (SIFCL) under Section 45-MC of Reserve Bank of India Act, 1934 (RBI Act), the learned Company Judge vide order dated 15.2.2015 was satisfied that a case on all the four grounds of Section 45MC-1 of the RBI Act is made out against the appellant No.1-Company and passed a detailed order. Paras 73 to 76 of the order read as under:- "73. In view of aforesaid, a case for advertising the petition in accordance with Rule 24 of the Companies (Court) Rules, 1959 is made out. Hence, petitioner RBI is directed to advertise the petition in accordance with Rule 24 of the Companies (Court) Rules, 1959. The notice of the petition be advertised as per rules in two newspapers namely 'Hindustan Times' in English and in "Hindustan' in Hindi in their Lucknow editions. The petition shall also be published in the official gazette of the State fixing 02.04.2019 as the next date of hearing of the petition. The petitioner shall also file an affidavit of service in compliance of the aforesaid directions by the next date fixed. 74. Looking into the aforesaid facts and circumstances of the case, to preserve the assets of the company, the Official Liquidator attached to this Court is appointed Liquidator provisionally of Sahara India Financial Corporation Limited (SIFCL) together with all its assets, papers, books of accounts, documents and files etc. He is directed to proceed forthwith and take charge of all properties and effects of the company and its management. SIFCL and officers of SIFCL/all persons concerned are restrained from operating any bank account of SIFCL and its funds without leave of this Court till Official Liquidator takes charge. SIFCL is directed to fully co-operate with the Official Liquidator in smooth and immediate handover, as directed above. 75. List this case on 02.04.2019. 76. SIFCL and officers of SIFCL/all persons concerned are restrained from operating any bank account of SIFCL and its funds without leave of this Court till Official Liquidator takes charge. SIFCL is directed to fully co-operate with the Official Liquidator in smooth and immediate handover, as directed above. 75. List this case on 02.04.2019. 76. A copy of this order shall be supplied by office immediately to the Official Liquidator of this Court as well as the Senior Registrar of this Court without any costs." 3. The appellant-Company aggrieved by the aforesaid order has filed this Company Appeal/Special Appeal under Section 483 of the Companies Act, 1956 read with Chapter VIII Rule 5 of Allahabad High Court Rules, 1952 on 25.2.2019. 4. On 6.3.2019, this Court passed an order that all the parties shall maintain status quo as it existed on that day. On 8.3.2019, while extending the aforesaid order, it directed that the appellants shall not alienate anything within their domain and not create any third party rights and respondents will not proceed any further in the matter. 5. A preliminary objection has been raised regarding maintainability of the appeal on behalf of respondent No.1/Reserve Bank of India on the ground that the petition for winding-up had been instituted by the Reserve Bank of India under the power conferred under Section 45-MC (1) of the RBI Act. Institution of winding-up procedure provided in Section 45-MC (1) of the RBI Act has been incorporated by an amendment in the said Act vide amendment No.55 of 1963 inserted w.e.f. 01.12.1964. The proceedings contemplate under Section 45-MC (4) do not include the provision of appeal. The Company Appeal filed by the appellants is not maintainable and is liable to be dismissed. 6. The second preliminary objection is that the appeal has been filed by the company and its whole-time Director Satish Kumar Singh along with an application for leave supported with an affidavit filed by Dinesh Shukla and there is no authorization by any Director or deposition by him for filing the aforesaid appeal. The leave has been sought by a rank stranger, who was neither a shareholder nor a Director at the time of commencement of the winding-up proceedings, i.e., 11.9.2015. A Vakalatnama has been signed by him. The company appeal has been filed without authorization and its registration itself is without authority of law and the registry has wrongly registered it. The leave has been sought by a rank stranger, who was neither a shareholder nor a Director at the time of commencement of the winding-up proceedings, i.e., 11.9.2015. A Vakalatnama has been signed by him. The company appeal has been filed without authorization and its registration itself is without authority of law and the registry has wrongly registered it. 7. The appeal is liable to be rejected as it has been filed in gross violation of provisions of inter alia Order VI Rule 15; Order XIX Rule 3 and Order XXIX of the Civil Procedure Code, 1908 read with Rule 6 of the Company (Court) Rules, 1959 as well as Rule 21 of the Company (Court) Rules, 1959 and Chapter IV (Specifically Rules 9 to 12) of the Allahabad High Court Rules, 1952 and a bare perusal of the affidavit in support of the appeal is neither duly verified nor properly sworn. 8. The affidavit in support of the memo of appeal has been sworn by one Dinesh Shukla as 'pairokar' of the 'appellant' without any authorization having been executed in his favour. The deponent in question is not a principal officer of the appellant No.1 so as to be competent to depose on the facts involved. The deponent is only a paltry employee of the appellant-company who is not at all involved in the management of the company and is not conversant with the facts of the case so as to depose and is incompetent to sign and verify the affidavit in question and the same is liable to be rejected. 9. It is also pointed out that the verification contained in the affidavit under reply only pertains to paragraphs 1 and 2 of the affidavit having been sworn as true and correct to the best of knowledge and belief of the deponent of the affidavit, paragraphs 3 to 6 of the affidavit which allege that the appellant No.2 is a shareholder and is actively involved in the management have not been sworn at all. Hence, the appeal having been instituted without authorization, not being duly verified and not being in the prescribed form and in gross violation of Rule 21 of the Company (Court) Rules, 1959 and relevant provisions of the Code of Civil Procedure, 1908. 10. Hence, the appeal having been instituted without authorization, not being duly verified and not being in the prescribed form and in gross violation of Rule 21 of the Company (Court) Rules, 1959 and relevant provisions of the Code of Civil Procedure, 1908. 10. Learned counsel for the respondents has drawn our attention towards resolution dated 27.3.2018 which is filed as Annexure No.R2 alongwith the reply to the preliminary objection filed by the appellant and submitted that the appellant No.2/Satish Kumar Singh has not granted/delegated his power to Dinesh Shukla. As per resolution (Annexure -R2), the appellant No.2 was appointed as whole-time Director w.e.f. 27.3.2018. The aforesaid resolution authorized the appellant No.2 to execute affidavit and sign a vakalatnama on behalf of the company. It does not authorize appellant No.2 to delegate his power to Dinesh Shukla (pairokar) to file an affidavit on behalf of appellants. Later on, a better affidavit has been filed by appellant No.2 verifying the contents stated in paras 1 to 6 of the reply. As per record, an application for interim relief is also filed supported by an affidavit by Dinesh Shukla without authorization and this has not been rectified. An affidavit of Dinesh Shukla which has been filed along with an application for interim relief is at page No.101 of Vol. I. It is also submitted that the appellant No.2/Satish Kumar Singh is not a substantial shareholder of appellant No.1/Company. He is holding 0.022% of total number of shares of the company. 11. He has also drawn our attention towards Sections 433 (e), 439, 536 (2) and 441 (z) of the Companies Act, 1956, Rule 21 of Companies (Court) Rules, 1959 and Order XXIX Rule 1 of CPC and Chapter VI Rule 9 and 12 of Allahabad High Court Rules, 1952 and submitted that as the affidavit has been filed by a stranger and therefore the present appeal is not maintainable and is liable to be dismissed. 12. Per contra, learned Senior Counsel for the appellant has submitted that the appellant No.2 (Mr. Satish Kumar Singh) was holding shares of the company since 1993 and at present he is holding 31000 shares. He has also drawn our attention towards Annexure -R2 which is filed along with the reply and submitted that the appellant No.2 was authorized by the aforesaid to sign and execute affidavits, applications, etc. Satish Kumar Singh) was holding shares of the company since 1993 and at present he is holding 31000 shares. He has also drawn our attention towards Annexure -R2 which is filed along with the reply and submitted that the appellant No.2 was authorized by the aforesaid to sign and execute affidavits, applications, etc. before any Court/Authorities and also in pending matters by or against the company that is filed and/or may be filed and/or served or may be served in relation hereto and to do all such other acts, deeds and things as may be necessary to give effect to the above resolution. He has also drawn our attention towards resolution dated 24.11.2015 passed in favour of Dinesh Shukla which is at page 769 of Vol.II. 13. He further submitted that in the notice dated 19.2.2019 issued by the Office of the Official Liquidator with regard to taking assets of company, appellant No.2 has been mentioned as Director of the company. The pleading had been duly verified/signed by the authorized person. The provisions provide that if there are more than one party, the affidavit is to be signed by any of them. The provisions further provide that any person authorized by the appellant No.1 may also file affidavit. In the present case, the affidavit filed with appeal in para -1 provides that the deponent has been authorized to file and swear the affidavit. The instant appeal has been filed by duly authorized persons having substantial interest in the outcome of the appeal and further the affidavit has been sworn by the person duly make it clear that in the case, the pairokar has nowhere stated that he has been authorized by appellant No.2. It has been specifically stated that he has been authorized to file and swear the affidavit. Thus, sufficient compliance of the provisions has been made in respect of preliminary objection No.2. 14. His contention is that the winding-up petition has been filed under the provisions of Section 45 MC of RBI Act and as per sub-Section (4) of Section 45 MC, provisions of Companies Act would be applicable and as the provisions of Sections 433 (e)/439 of the Companies Act would be applicable, therefore the company appeal filed by the appellants is very much maintainable. In support of his submissions, he has relied upon the judgment of the Apex Court passed in the case of T. N. Kalyana Mandapam Assn. v. Union of India and others [ (2004) 5 SCC 632 para 47] and prayed for dismissal of the preliminary objections. 15. We have heard learned Senior Counsel for the respective parties at length and perused the record. 16. Provisions of Section 45-MC of the RBI Act and Rule 6 and Rule 21 of the Companies (Court) Rules, 1959 read as under:- "45 MC. Power of Bank to file winding-up petition. – (1) The Bank, on being satisfied that a non-banking financial company – (a) is unable to pay its debt; or (b) has by virtue of the provisions of section 45-IA become disqualified to carry on the business of a non-banking financial institution; or (c) has been prohibited by the Bank from receiving deposit by an order and such order has been in force for a period of not less than three months; or (d) the continuance of the non-banking financial company is detrimental to the public interest or to the interest of depositors of the company, may file an application for winding up of such non-banking financial company under the Companies Act, 1956 (1 of 1956). (2) A non-banking financial company shall be deemed to be unable to pay its debt if it has refused or has failed to meet within five working days any lawful demand made at any of its offices or branches and the Bank certifies in writing that such company is unable to pay its debt. (3) A copy of every application made by the Bank under subsection (1) shall be sent to the Registrar of Companies. (4) All the provisions of the Companies Act, 1956 (1 of 1956) relating to winding-up of a company shall apply to a winding-up proceeding initiated on the application made by the Bank under this provision." Companies (Court) Rules, 1959 R.6. Practice and Procedure of the Court and provisions of the Code to apply --Save as provided by the Act or by these rules the practice and procedure of the Court and the provisions of the Code so far as applicable, shall apply to all proceedings under the Act and these rules. Practice and Procedure of the Court and provisions of the Code to apply --Save as provided by the Act or by these rules the practice and procedure of the Court and the provisions of the Code so far as applicable, shall apply to all proceedings under the Act and these rules. The Registrar may decline to accept any document which is presented otherwise than in accordance with these rules or the practice and procedure of the Court. R.21. Affidavit verifying petition --Every petition shall be verified by an affidavit made by the petitioner or by one of the petitioners, where there are more than one, and in the case the petition is presented by a body corporate, by a director, secretary or other principal officer thereof; such affidavit shall be filed along with the petition and shall be in Form No.3: Provided that the Judge or Registrar may, for sufficient reason, grant leave to any other person duly authorised by the petitioner to make and file the affidavit." 17. Provisions of Chapter IV (Rules 9 to 12) of Allahabad High Court Rules, 1952 read as under: Chapter IV -Affidavits and Oath Commissioners 9. Full particulars of persons and places to be given --An affidavit shall fully describe the person swearing it with such particulars as will ensure his clear identification such as his full name, his age, the name of his father, his religious persuasion, his rank or degree in life, his profession, calling, occupation or trade and his true place of residence. Any person or place referred to in an affidavit shall be fully described in such manner as to enable his or its identity to be clearly fixed. 10. Persons who may make affidavits --Except as otherwise provided by law or by these Rules or by order of the Court, an affidavit may be sworn by any person having knowledge of the facts deposed to therein. Two or more persons may join in an affidavit, each deposing separately to such facts as are within his knowledge. 11. Form of affidavit--When the deponent speaks to any facts within his own knowledge, he must do so directly and positively, using the word "I affirm" or "I make oath and say" or words to that effect. 12. Two or more persons may join in an affidavit, each deposing separately to such facts as are within his knowledge. 11. Form of affidavit--When the deponent speaks to any facts within his own knowledge, he must do so directly and positively, using the word "I affirm" or "I make oath and say" or words to that effect. 12. Facts to be within the deponent's knowledge or source to be stated --Except on interlocutory applications, an affidavit shall be confined to such facts as the deponent is able of his own knowledge to prove. On an interlocutory application when a particular fact is not within the deponent's own knowledge, but is based on his belief or information received from others which he believes to be true, the deponent shall use the expression "I am informed and verily believe such information to be true", or words to that effect, and shall sufficiently describe for the purpose of identification, the person or persons from whom his information was received. When any fact is stated on the basis of information derived from a document, full particulars of the documents shall be stated and the deponent shall verify that he believes such information to be true. 18. Provisions of Order VI -Pleadings Generally, Order XIX affidavits, Order XXIX -Suits by or against Corporations read as under : ORDER VI : PLEADINGS GENERALLY 15. Verification of pleadings (1) Save as otherwise provided by any law for the time being in force, every pleading shall be varied at the foot by the party or by one of the parties pleading or by some other person proved to the satisfaction of the Court to be acquainted with the facts of the case. (2) The person verifying shall specify, by reference to the numbered paragraphs of the pleading, what he verifies of his own knowledge and what he verifies upon information received and believed to be true. (3) The verification shall be signed by the person making it and shall state the date on which and the place at which it was signed. (4) The person verifying the pleading shall also furnish an affidavit in support of his pleadings. ORDER XIX : AFFIDAVITS 3. (3) The verification shall be signed by the person making it and shall state the date on which and the place at which it was signed. (4) The person verifying the pleading shall also furnish an affidavit in support of his pleadings. ORDER XIX : AFFIDAVITS 3. Matters to which affidavits shall be confined (1) Affidavits shall be confined to such facts as the deponent is able of his own knowledge to prove, except on interlocutory applications, on which statements of his belief may be admitted; provided that the grounds thereof are stated. (2) The costs of every affidavit which shall unnecessarily set forth matters of hearsay or argumentative matter, or copies of or extracts from documents, shall (unless the Court otherwise directs) be paid by the party filing the same. ORDER XXIX : SUITS BY OR AGAINST CORPORATIONS 1. Subscription and verification of pleadings - In suits by or against a corporation, any pleading may be signed and verified on behalf of the corporation by the security or by any director or other principal officer of the corporation who is able to depose to the facts of the case. 19. The Company Petition was filed by the respondent-Reserve Bank of India under Part VII of the Companies Act, 1956 in exercise of its power conferred under Section 45-MC of the RBI Act. The provisions of Section 45MC of the RBI Act itself make clear that whenever the Reserve Bank of India is satisfied with the grounds mentioned in Section 45 MC (1), it can file a petition under the provisions of Companies Act, 1956. The provisions with regard to winding-up of a company are governed by the provisions of Companies Act, 1956. 20. Chapter III-B of the RBI Act provides for regulating Non-Financial Companies. In the year 1997, by virtue of Act No.23 of 1997, a further provision of Section 45-MC was inserted and the Reserve Bank of India was further empowered to file a petition for winding-up under the Companies Act, 1956. 21. Section 45-MC contains special provisions empowering the Reserve Bank of India to file a winding-up petition under the Companies Act, 1956 and there is no provision in the Reserve Bank of India which provides the manner and procedure for winding-up. 21. Section 45-MC contains special provisions empowering the Reserve Bank of India to file a winding-up petition under the Companies Act, 1956 and there is no provision in the Reserve Bank of India which provides the manner and procedure for winding-up. The winding-up petition filed by the Reserve Bank of India under Section 45MC is substantially a petition under Companies Act, 1956 in exercise of its power conferred under Section 45-MC of the RBI Act. 22. Sub-Section (4) of Section 45MC of the RBI Act specifically provides that all the provisions of the Companies Act relating to winding-up of a company shall apply to winding-up proceedings initiated on the application made by the Bank under the provisions of Section 45-MC of the RBI Act. From the object and reasons of the RBI Amendment Act, 1997 [hereinafter referred to as 1997 Act'], it becomes evident that III-B of the RBI Act is a self-contained code. The provisions contained in the RBI Act being regulatory in nature will not apply to cases of scheme submitted for approval under the Companies Act. The Companies Act is a prior enactment as the same was enacted in the year 1956, whereas Chapter III-B was inserted in the RBI Act by Act No. 23 of 1997 w.e.f. 9.1.1997. The Apex Court in the case of Integrated Finance Company Ltd. v. Reserve Bank of India and others [ (2015) 13 SCC 772 ] has held that the provisions of the RBI Act would prevail over the Companies Act, it being a later enactment. As the order in winding-up petition has been passed against the appellants and the petition for winding-up was filed under the provisions of Companies Act, a plain reading of Sub-Section (4) of Section 45-MC would indicate that the proceedings of the Companies Act would apply to winding-up proceedings. It is settled proposition of law that appeal is deemed to be continuance of proceedings. Thus, we are of the view that the appeal filed by the appellants is maintainable against the order dated 15.2.2015 under the provisions of Companies Act, 1956. 23. The present appeal has been filed by the Company through its Director Satish Kumar Singh on 25.2.2019. On the date of filing of Company Appeal, the appellant No.2 was a Director of the Company in the records of Registrar of Companies. 23. The present appeal has been filed by the Company through its Director Satish Kumar Singh on 25.2.2019. On the date of filing of Company Appeal, the appellant No.2 was a Director of the Company in the records of Registrar of Companies. In the notice dated 19.2.2019 issued by the Office of Official Liquidator with regard to taking of charge, Satish Kumar Singh has been mentioned as Director of the Company. Further, vide resolution dated 27.3.2018 (Annexure -RA2) passed by the Board of Directors of the Company, Satish Kumar Singh, whole-time Director of the Company is authorized to deal with the Court proceedings, engage counsel, and sign and execute Vakalatnama before any Court in the legal proceedings. In the instant case, in para -1 of the affidavit filed with Appeal provides that the deponent has been authorized to file and swear it. The resolution on which much reliance has been placed by the appellants has been passed after passing of winding-up order by the learned Company Judge after raising preliminary objection on 8.3.2019. A better affidavit in support of an application for leave to appeal has been filed by the appellant No.2 on the ground that the deponent/Appellant No.2 holds 37,120 equity shares in the company and he is also holding a key managerial post of the company as per records of the Registrar of Companies. 24. The better affidavit is only confined to the prayer seeking leave to appeal. It has not been sworn either in support of the Company Petition or the application for interim relief. The total shareholding of the Appellant No.2 is 0.022%. 25. Satish Kumar Singh who had filed an affidavit on behalf of Appellant No.1 had no concern with the management of the company when the winding-up proceedings were initiated by the Reserve Bank of India. The induction of appellant No.2/Satish Kumar Singh in the company as a Director is on 1.1.2016 whereas the winding-up petition was instituted on 11.9.2015 and in accordance with Section 441 (2) read with Section 536 of the Companies Act, 1956, the said date is the date of commencement of the winding-up of the company. After institution of the winding-up proceedings, no person can be inducted as Director except with the leave of the Court. After institution of the winding-up proceedings, no person can be inducted as Director except with the leave of the Court. Though the induction of Appellant No.2 as Director was done on 1.1.2016, no leave was sought and as such, the induction of appellant No.2 after commencement of winding-up is void. 26. As per Sub-Section (2) of Section 536 of the Companies Act, 1956, after filing of winding-up proceedings, no alteration in the status of members of the company is permissible. If any alteration is made after commencement of the winding-up proceedings, the same shall be void. The Apex Court in the case of State Bank of Travancore v. Kingston Computers India Private Limited [ (2011) 11 SCC 524 ] has held that the respondent therein had not produced any evidence to prove that Shri Ashok K. Shukla was appointed as a Director of the Company and a resolution was passed by the Board of Directors of the Company to file a suit against the appellant therein and authorized Shri Ashok K. Shukla to do so. The letter of authority issued by Shri Raj K. Shukla, who described himself as the Chief Executive Officer of the Company, was nothing but a scrap of paper because no resolution was passed by the Board of Directors delegating its powers to Shri Raj K. Shukla to authorize another person to file a suit on behalf of the Company. 27. In the present case also, the winding-up petition has been filed on 1.9.2015, whereas the Appellant No.2/Satish Kumar Singh was inducted as Director on 1.1.2016 which is contrary to the provisions of Section (2) of Section 536 of the Companies Act, 1956 and therefore, we are of the view that after winding-up initiation of proceedings, the Appellant-Company had no power to pass a resolution on 27.3.2018 appointing the appellant No.2 as whole-time Director and authorizing him to sign and execute affidavits, applications, etc. before any Court/Authorities and also in pending matters by or against the company. 28. before any Court/Authorities and also in pending matters by or against the company. 28. After careful consideration of the rival submissions, we are of the view that authorization and induction of appellant No.2 as Director on 1.1.2016 and resolution dated 27.3.2018 passed by the appellant No.1/Company authorizing appellant No.2 as a Director of the Company and delegating its power and authorizing him to file Company Appeal is without permission of the Company Court as required under Section 536 (2) of the Companies Act. Such an authority is not recognized under law and, therefore we hold that the Company Appeal has not been instituted by an authorized person. We partly allow the preliminary objection of the respondents. Consequently, the Company Appeal filed by appellant No.2 is dismissed.