Winding-up proceedings without leave are voidable, not automatically null, and hire-purchase claims need proof for ancillary charges.

Proceedings continued after a winding-up order without leave under section 446 of the Companies Act, 1956 are not automatically a nullity; they are voidable and may be avoided by the official liquidator if he chooses to challenge them. The note also states that a hire-purchase liability may be proved from surrounding materials even where the written agreement is unavailable, but ancillary claims such as incidentals and interest require reliable supporting proof. Where the evidence supports the transaction, the company may also seek release of the vehicle from custody.

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Issues: (i) Whether the ex parte order passed by the Civil Judge after the winding-up order, without leave under section 446 of the Companies Act, 1956, was void or only voidable at the instance of the official liquidator; and (ii) whether the official liquidator was entitled to recover the hire-purchase amount and obtain release of the vehicle, while the claim for incidentals and interest remained unproved.

Issue (i): Whether the ex parte order passed by the Civil Judge after the winding-up order, without leave under section 446 of the Companies Act, 1956, was void or only voidable at the instance of the official liquidator.

Analysis: Section 446 operates as a statutory stay of proceedings after a winding-up order, but the absence of leave does not, by itself, render every such order a nullity. The court distinguished between proceedings stayed by the statute and executions expressly made void by section 537. The earlier order, being passed in ignorance of the winding-up proceedings and without leave, could be challenged by the official liquidator and was not binding on him, but it could not be treated as automatically void ab initio. It did not determine that the hire-purchase agreement itself was nonexistent.

Conclusion: The order was not void ab initio, but it was voidable and not binding on the official liquidator if he chose to avoid it.

Issue (ii): Whether the official liquidator was entitled to recover the hire-purchase amount and obtain release of the vehicle, while the claim for incidentals and interest remained unproved.

Analysis: The admitted materials and the surrounding circumstances established the existence of a hire-purchase transaction. The principal instalments due under that arrangement were proved to the extent of the hire-purchase amount, but the agreement itself was not available and the supporting proof for incidentals and added charges was deficient. In the absence of the agreement and reliable proof of the incidental items, those amounts and future interest could not be granted. The evidence also supported the conclusion that the company was entitled to regain the vehicle from police custody.

Conclusion: The claim for the hire-purchase principal succeeded, the claim for incidentals and interest failed, and release of the vehicle was directed in favour of the official liquidator.

Final Conclusion: The petition succeeded only to the extent of the proved hire-purchase liability and recovery of the vehicle, while ancillary monetary claims were rejected for want of proof.

Ratio Decidendi: A proceeding continued after a winding-up order without leave under section 446 of the Companies Act, 1956 is not automatically a nullity, but is voidable and may be avoided by the official liquidator, who may also contest that it is not binding on him in collateral proceedings.

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