1998 (6) TMI 578 - HC - Companies Law

Court upholds company transfer as legitimate part of restructuring, lifts injunction for creditor protection

The Court found that the respondent company's transfer of Quality-Inn-Aruna to its subsidiary was legitimate and part of restructuring plans, ensuring no ... - Issues Involved:1. Application for ad-interim injunction regarding an extraordinary General Meeting.2. Application for ad-interim injunction to restrain the disposal of fixed assets.3. Application to vacate the injunction granted earlier.4. Allegations and counter-allegations regarding the respondent company's financial status and debt repayment capability.5. Legal provisions under the Companies Act, 1956 relevant to the winding-up process and property disposition.Detailed Analysis:1. Application for ad-interim injunction regarding an extraordinary General Meeting:The applicant sought an ad-interim injunction related to item No. 1 of the Notice dated 31-3-1998 for the extraordinary General Meeting scheduled on 20-5-1998. The applicant argued that the respondent company, M/s. Aruna Sugars and Enterprises Limited, was unable to pay its debts amounting to Rs. 53,58,457/- as of 15-2-1997, despite a statutory notice. The applicant contended that any disposition of property during the pendency of the winding-up petition would be void under Section 536(2) of the Companies Act, 1956.2. Application for ad-interim injunction to restrain the disposal of fixed assets:The applicant also sought an ad-interim injunction to restrain the respondent company from disposing of its fixed assets and divisions. The Vacation Court initially granted this injunction, which was later extended until 18-6-1998.3. Application to vacate the injunction granted earlier:The respondent company filed an application to vacate the ad-interim injunction, denying the allegations made by the applicant. The respondent treated their affidavit filed in C.A. No. 732/1998 as the counter for the applications C.A. Nos. 730 and 731 of 1998.4. Allegations and counter-allegations regarding the respondent company's financial status and debt repayment capability:The applicant argued that the respondent company's inability to pay its debts justified the winding-up petition. The respondent disputed the debt amount claimed by the applicant, admitting only Rs. 35 lakhs. The respondent also contended that their assets exceeded their liabilities, challenging the presumption of insolvency. The Court noted that these matters should be addressed during the main inquiry in the Company Petition No. 380/1997.5. Legal provisions under the Companies Act, 1956 relevant to the winding-up process and property disposition:The applicant relied on Sections 441(2), 456(2), and 536(2) of the Companies Act, 1956, arguing that the respondent company's property and effects were deemed to be in the custody of the Court from the date of filing the winding-up petition. Section 536(2) was particularly emphasized, which states that any disposition of property after the commencement of winding-up proceedings is void unless the Court orders otherwise.The Court considered various precedents, including the Kerala High Court ruling in Travancore Rayons Ltd. v. Registrar of Companies and the Supreme Court decision in Hindustan Overseas Private Limited v. R. P. Jhunjhunwala. These cases highlighted that the Court has the discretion to validate genuine and proper transactions made in the ordinary course of business, provided they do not harm the creditors' interests.Conclusion:The Court concluded that the respondent company's transfer of Quality-Inn-Aruna to its subsidiary, M/s. Aruna Foods Limited, was bona fide and part of restructuring proposals. The respondent assured that the transfer would not harm the creditors' interests and provided an affidavit to that effect. The Court emphasized that the Companies Act aims to balance the interests of the company and its creditors. Therefore, the ad-interim injunction was vacated, and the respondent's application to vacate the injunction was allowed. The applications C.A. Nos. 730 and 731/1998 were dismissed, and C.A. No. 732/1998 was allowed without costs.