Winding up on valid special resolution and closure decision; prior representation created conflict of interest for liquidator appointment.

Statutory winding up was considered appropriate where the petition was supported by the Government's closure decision and a valid special resolution of members; the Tribunal treated the petition as bona fide and ordered winding up under the Companies Act, 2013. A proposed advocate who had previously acted for the company was found unsuitable for appointment as Company Liquidator because that prior engagement created a conflict of interest, so an independent insolvency professional was appointed instead to carry forward the liquidation process.

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Issues: (i) Whether the company should be ordered to be wound up on the basis of the governmental closure decision and the members' special resolution; (ii) Whether the proposed advocate who had acted for the company could be appointed as liquidator.

Issue (i): Whether the company should be ordered to be wound up on the basis of the governmental closure decision and the members' special resolution.

Analysis: The petition was presented under Section 272 of the Companies Act, 2013, supported by the Government's decision to close the company and the special resolution passed by the members for winding up. The Tribunal found the petition to be bona fide and fit for exercise of its winding up powers under Section 273 of the Companies Act, 2013.

Conclusion: The issue was decided in favour of the petitioner, and winding up of the company was ordered.

Issue (ii): Whether the proposed advocate who had acted for the company could be appointed as liquidator.

Analysis: The Tribunal considered the proposed appointee's prior professional engagement for the company and treated that circumstance as giving rise to a conflict of interest. On that basis, the proposed person was found unsuitable for appointment as Company Liquidator, and another insolvency professional was appointed instead under the winding up framework in Section 275 of the Companies Act, 2013.

Conclusion: The issue was decided against the petitioner's proposed appointment, and the suggested advocate was not appointed as liquidator.

Final Conclusion: The company was ordered to be wound up, liquidation was set in motion under the Companies Act, 2013, and the Tribunal appointed an independent Company Liquidator to carry forward the winding up process.

Ratio Decidendi: Where the statutory conditions for winding up are met and the process is supported by a valid special resolution, the Tribunal may order winding up; a professional who has already acted for the company in connection with the process should not be appointed as liquidator if that prior role creates a conflict of interest.

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