Winding-up proceedings under the Companies Act allow an appeal, but post-commencement authorisation changes were ineffective here.

Winding-up proceedings initiated under Section 45-MC of the RBI Act are governed by the Companies Act for winding-up purposes, so an appeal lies as a continuation of that proceeding and the company appeal was maintainable. However, once winding-up had commenced, later internal authorisation and changes affecting the company's capacity to act were ineffective without leave of the Company Court. On that footing, the appeal was found to have been filed by an unauthorised person, and the preliminary objection on authorisation succeeded, resulting in dismissal of the company appeal.

---

---

Issues: (i) Whether a company appeal lies against an order passed in winding-up proceedings initiated under Section 45-MC of the Reserve Bank of India Act, 1934. (ii) Whether the appeal was validly instituted and verified by an authorised person in view of the company's internal authorisation and the effect of commencement of winding-up proceedings.

Issue (i): Whether a company appeal lies against an order passed in winding-up proceedings initiated under Section 45-MC of the Reserve Bank of India Act, 1934.

Analysis: Section 45-MC authorises the Bank to file a winding-up application under the Companies Act, 1956, and sub-section (4) makes the provisions of the Companies Act applicable to such proceedings. The winding-up petition, though founded on the RBI Act, is thus treated as a proceeding under the Companies Act for the purposes of winding up. Since an appeal is a continuation of the original proceeding, the appellate remedy was held to be available against the order passed in the winding-up matter.

Conclusion: The appeal was held to be maintainable.

Issue (ii): Whether the appeal was validly instituted and verified by an authorised person in view of the company's internal authorisation and the effect of commencement of winding-up proceedings.

Analysis: The Court held that the relevant date for commencement of winding-up had already arrived before the later resolution relied upon by the appellants. After commencement of winding-up, alterations in the status of members and acts affecting the company's position could not be made without leave of the Company Court. The authority claimed in favour of the deponent and the later resolution authorising him to act for the company were therefore ineffective. On that footing, the appeal was treated as having been filed by an unauthorised person.

Conclusion: The appeal was held not to have been instituted by an authorised person.

Final Conclusion: The Court upheld the respondents' preliminary objection on authorisation and dismissed the company appeal.

Ratio Decidendi: Where winding-up proceedings are initiated under Section 45-MC of the Reserve Bank of India Act, 1934, the Companies Act governs the proceedings, but any post-commencement alteration in the company's status or authority affecting the conduct of the proceeding is ineffective without leave of the Company Court.

---