Voluntary liquidation: failure to satisfy statutory notice and extraordinary resolution requirements prevents public examination under Section 196.

Whether a company was in voluntary liquidation depended on compliance with statutory form and notice requirements for an extraordinary resolution and the specific procedure for voluntary winding up; the notices and minutes failed to specify the intention to propose an extraordinary resolution and did not show the requisite majority, so the statutory conditions for treating the company as in voluntary liquidation under the Companies Act were not met, and consequently the power to order a public examination under Section 196 could not be exercised. The application was dismissed.

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Issues: Whether the company was in voluntary liquidation under the Companies Act and, consequently, whether the Court had power under Section 196 to order public examination of the respondent as a director.

Analysis: The petitioners relied on Section 203(3) (voluntary winding up where company cannot by reason of its liabilities continue business) and the definition of an extraordinary resolution in Section 81(1). The Court examined the corporate proceedings and notices: a meeting where suspension of payments was resolved, an extraordinary general meeting called to consider winding up and reconstruction, an adjourned meeting where creditors were to be consulted, and a subsequent meeting at which a resolution to wind up voluntarily and appoint liquidators was passed. The Court found that the specific statutory requirement for an extraordinary resolution under Section 81(1) - that notice must specify the intention to propose an extraordinary resolution and the resolution must be passed by the requisite majority - was not satisfied in the notices and minutes before the Court. Because the statutory form and notice requirement for a Section 203(3) voluntary winding up were not met, the company could not be treated as being in liquidation for the purposes of Section 196.

Conclusion: The company is not in voluntary liquidation in accordance with the Companies Act; the Court has no power under Section 196 to order the respondent to be publicly examined. The application is dismissed.

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