TaxTMI Login
AI OCR ✕Convert scanned orders, printed notices, PDFs and images into clean, searchable, editable text within seconds. Starting at 2 Credits/page
Try Now →Just a moment...
AI OCR ✕Convert scanned orders, printed notices, PDFs and images into clean, searchable, editable text within seconds. Starting at 2 Credits/page
Try Now →
Press 'Enter' to add multiple search terms. Rules for Better Search
Use comma for multiple locations.
---------------- For section wise search only -----------------
Accuracy Level ~ 90%
of 
Press 'Enter' after typing page number.
of Press 'Enter' after typing page number.
No Folders have been created
Are you sure you want to delete "My most important" ?
NOTE:
of Press 'Enter' after typing page number.
of Press 'Enter' after typing page number.
All Case Laws
of Press 'Enter' after typing page number.
of Press 'Enter' after typing page number.
All Case Laws
Note
Bookmark
Share
Don't have an account? Register Here
of Press 'Enter' after typing page number.
Issues: Whether the two provisos to section 394(1) of the Companies Act, 1956 operate independently, i.e., whether the second proviso (requiring a report from the official liquidator before dissolution without winding up) applies only when the first proviso (requiring a report where a company is being wound up) also applies, or whether each proviso governs distinct situations.
Analysis: Sections 391 and 394 concern court sanction of compromises and arrangements including schemes of reconstruction or amalgamation. Clause (iv) of section 394(1) contemplates dissolution without winding up. The first proviso refers specifically to schemes involving a company "which is being wound up" and requires a report from the Company Law Board or the Registrar in that situation. The second proviso refers specifically to an order for dissolution of a transferor-company "without winding up" and requires a report from the official liquidator after scrutiny of books and papers. The text, context and structure show that the provisos address different factual situations and impose distinct reporting requirements tied to those situations; they are not conditionally dependent on one another.
Conclusion: The two provisos to section 394(1) operate in respect of different situations and are independent; the second proviso applies to dissolution without winding up irrespective of whether the first proviso is engaged. This conclusion is in favour of the appellant.
TaxTMI 
TaxTMI 
