Exclusive statutory tribunal jurisdiction prevails over company court leave, while life fund transfers lacking lawful basis are not repayable loans.

A statutory tribunal proceeding under the Life Insurance Corporation Act was not subject to leave under section 446 of the Companies Act because the special Act conferred exclusive jurisdiction and barred civil court interference. Section 44(a) did not exclude the company from the Act merely because a winding-up order was made later; applicability had to be assessed when the statutory transfer took effect. The alleged transfer from the life fund to the general department was not treated as a genuine loan or a transaction for consideration, since the record showed it was effectively an addition to the life fund and lacked a proper actuarial or lawful basis for repayment.

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Issues: (i) Whether leave of the company court under section 446 of the Companies Act, 1956 was required before the Tribunal could proceed on the Corporation's application under section 15 of the Life Insurance Corporation Act, 1956. (ii) Whether section 44(a) of the Life Insurance Corporation Act, 1956 excluded the company from the operation of the Act after it was ordered to be wound up. (iii) Whether the transfer of Rs. 82,000 from the Life Fund to the General Department was a genuine loan and a transaction for consideration or one reasonably necessary for the controlled business.

Issue (i): Whether leave of the company court under section 446 of the Companies Act, 1956 was required before the Tribunal could proceed on the Corporation's application under section 15 of the Life Insurance Corporation Act, 1956.

Analysis: The Tribunal had exclusive jurisdiction under the Life Insurance Corporation Act, 1956 to decide matters arising on an application under section 15, and section 41 of that Act barred civil court jurisdiction over such matters. Section 446 of the Companies Act, 1956 operates in relation to proceedings that the company court itself can entertain or dispose of. A proceeding before a statutory tribunal with exclusive jurisdiction is outside that field. The special statute also prevails over the general law relating to companies.

Conclusion: Leave of the company court was not required, and section 446 of the Companies Act, 1956 did not bar the Tribunal from proceeding.

Issue (ii): Whether section 44(a) of the Life Insurance Corporation Act, 1956 excluded the company from the operation of the Act after it was ordered to be wound up.

Analysis: Applicability of section 44 had to be tested with reference to the position when the Act came into force and when the appointed day arrived. On those dates the company was not being wound up under orders of court, and its life insurance business had not yet ceased to exist for the purposes of the statutory transfer. The later winding-up order could not retrospectively remove the company from the Act's operation. The company also ceased to be an insurer carrying on life insurance business after the Corporation took over that business.

Conclusion: Section 44(a) did not bar the proceedings, and the Act continued to apply despite the later winding-up order.

Issue (iii): Whether the transfer of Rs. 82,000 from the Life Fund to the General Department was a genuine loan and a transaction for consideration or one reasonably necessary for the controlled business.

Analysis: The earlier transfers of Rs. 1,10,000 and Rs. 32,000 were not shown to be true loans. The resolutions and subsequent conduct, including writing off part of the amount and the reference to repayment only out of valuation surplus or future profits, showed that the amounts were treated as additions to the Life Fund. The statutory scheme under the Insurance Act, 1938 required the life insurance fund to be kept for the security of policyholders and permitted use only in relation to life insurance liabilities. The alleged repayment of Rs. 82,000 was not supported by a proper actuarial valuation surplus and was made in anticipation of impending legal change rather than as a prudent business adjustment.

Conclusion: The transfer was not for consideration, was not reasonably necessary for the controlled business, and remained part of the life insurance business assets recoverable by the Corporation.

Final Conclusion: The Tribunal's decree was upheld in substance, and the appellants' challenge to jurisdiction as well as to the character of the transfer failed.

Ratio Decidendi: Proceedings before a statutory tribunal exercising exclusive jurisdiction under a special enactment are not subject to the leave requirement of section 446 of the Companies Act, 1956, and funds shown only as life-fund additions cannot be treated as repayable loans absent a genuine valuation surplus and lawful basis for repayment.

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