Provisional liquidator without notice may be justified where urgent asset preservation is needed to protect depositors and public interest.

A provisional liquidator may be appointed without notice under section 450 of the Companies Act where special reasons exist to preserve company assets pending winding up. The analysis states that a prima facie case for winding up, together with the need for immediate protection of assets, can justify urgent ex parte protective action. It further notes that preservation is especially warranted where the company has allegedly failed to comply with RBI-related regulatory requirements and where depositors' interests and the public interest require protection against dissipation or alienation of assets.

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Issues: Whether a provisional liquidator could be appointed without notice to the company in aid of a winding up petition, on the basis that the company had been found unable to pay its debts and that immediate protection of its assets was required in the interest of depositors and the public.

Analysis: The petition was founded on the company's alleged non-compliance with the regulatory requirements of the Reserve Bank of India Act, rejection of its registration application, and the restraint already placed on its acceptance of deposits. The Court found that the materials placed before it showed a prima facie case for winding up and that the assets required immediate preservation. It held that section 450 of the Companies Act permits appointment of a provisional liquidator without notice for special reasons, and that the circumstances disclosed here justified such urgent protective action to prevent dissipation or alienation of assets and to safeguard the interests of the majority of depositors.

Conclusion: The provisional liquidator was validly appointed without notice and the application was allowed in favour of the petitioner.

Ratio Decidendi: Where special reasons are shown, a provisional liquidator may be appointed without notice under section 450 of the Companies Act to preserve the company's assets pending winding up, especially where public interest and the interests of depositors require immediate protection.

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