IN THE HIGH COURT OF KERALA AT ERNAKULAM PRESENT : THE HONOURABLE MR. JUSTICE THOTTATHIL B.RADHAKRISHNAN TUESDAY, THE 30TH MARCH 2010 / 9TH CHAITHRA 1932 WP(C).No. 20271 of 2009(D) --------------------------------------- PETITIONER(S): ------------------------ LINK FARMS LIMITED, (IN LIQUIDATION) JOB SHOPPING CENTRE, WADAKKANCHERRY ROAD, KUNNAMKULAM THRISSUR-680 503, REP. BY K.K.MOHAN ROY, LIQUIDATOR. BY ADV. SRI.ISSAC M.PERUMPILLIL, SRI.JIJO PAUL KALLOOKKARAN. RESPONDENT(S): -------------------------- 1. THE SUPERINTEDNENT OF GOVT. PRESS THIRUVANANTHAPURAM-695 001. 2. THE DIRECTOR, DIRECTORATE OF PRINTING THIRUVANANTHAPURAM-695 001. *ADDL. R3 IMPLEADED ADDL.R3: THE REGISTRAR OF COMPANIES, KERALA, COMPANY LAW BHAVAN, BHARAT MATHA COLLEGE ROAD, THRIKKAKARA, KOCHI-682 021. * ADDL. 3RD RESPONDENT IS IMPLEADED AS PER ORDER DATED 16/12/2009 IN I.A.15912/2009. R1 & R2 BY GOVT. PLEADER SMT.SMITHA SUKUMAR. ADDL. R3 BY ADV. SRI.T.P.M.IBRAHIM KHAN, ASST.S.G OF INDIA. THIS WRIT PETITION (CIVIL) HAVING BEEN FINALLY HEARD ON 30/03/2010, THE COURT ON THE SAME DAY DELIVERED THE FOLLOWING: WP(C) NO. 20271/2009-D APPENDIX PETITIONER'S EXHIBITS: EXT.P1: COPY OF THE SPECIAL RESOLUTION U/S.484(1)(b) OF THE COMPANIES ACT FOR VOLUNTARY WINDING UP DATED 04/02/2009. EXT.P2: COPY OF THE NOTICE OF THE RESOLUTION ADVERTISED IN THE MATRUBOOMI DAILY DATED 15/02/2009. EXT.P3: COPY OF THE NOTICE OF THE RESOLUTION SENT TO THE 1ST RESPONDENT FOR ADVERTISEMENT IN THE OFFICIAL GAZETTE, ALONG WITH THE AFFIDAVIT, DATED 09/02/2009. EXT.P4: COPY OF THE FORM NO.151 NOTICE ALONG WITH THE AFFIDAVIT OF THE LIQUIDATOR, DATED 09/02/2009. EXT.P5: COPY OF THE FORWARDING LETTER DATED 09/02/2009. EXT.P6: COPY OF THE NOTICE IN FORM NO.155U/S 497 OF THE COMPANIES ACT FORWARDED TO THE 1ST RESPONDENT FOR PUBLICATION IN THE OFFICIAL GAZETTE ALONG WITH THE AFFIDAVIT, DATED 13/03/2009. EXT.P7: COPY OF THE FORWARDING LETTER DATED 13/03/2009. EXT.P8: COPY OF THE REGISTRAR OF DIRECTORS U/S 303(1) OF THE COMPANIES ACT. EXT.P9(a), (b) & (c): COPIES OF THE INTIMATIONS IN FORM NO.32 PURSUANT TO SEC.303(2) OF THE ACT, DATED 11/10/1997, 14/10/200 & 28/02/2004 RESPECTIVELY. EXT.P10: COPY OF THE UNANIMOUS RESOLUTION PURSUANT TO SECTION 488 OF THE ACT, PASSED BY THE DIRECTORS OF THE PETITIONER COMPANY DATED 07/01/2009. EXT.P11: COPY OF THE REPLY SENT BY THE 2ND RESPONDENT IN REPLY TO EXT.P5 LETTER OF THE PETITIONER ADDRESSED TO THE 1ST RESPONDENT DATED 04/03/2009. EXT.P12: COPY OF THE LETTER RECEIVED FROM THE 2ND RESPONDENT IN ANSWER TO LETTER DATED 16/03/2009 OF PETITIONER, DATED 26/03/2009. EXT.P13: COPY OF THE LETTER RECEIVED FROM THE 2ND RESPONDENT IN REPLY TO EXT.P7 LETTER OF THE PETITIONER ADDRESSED TO THE 1ST RESPONDENT, DATED 28/03/2009. EXT.P14: COPY OF THE LETTER SENT BY THE PETITIONER TO THE 1ST RESPONDENT, DATED 07/04/2009. .....2/- WP(C).No. 20271 of 2009(D) EXT.P15: COPY OF THE LETTER RECEIVED FROM THE 2ND RESPONDENT IN RESPONSE TO EXT.P14 LETTER OF THE PETITIONER DATED 08/05/2009. EXT.P16: COPY OF THE LETTER RECEIVED FROM THE DIRECTORATE OF PRINTING IN RESPONSE TO EXT.P7 LETTER OF THE PETITIONER DATED 14/05/2009. EXT.P17: COPY OF THE MEMORANDUM & ARTICELS OF ASSOCIATION OF THE COMPANY ALONG WITH ITS CERTIFICATE OF INCORPORATION DULY ATTESTED BY THE GAZETTED OFFICER. RESPONDENT'S EXHIBITS: NIL //TRUE COPY// P.A. TO JUDGE rs. THOTTATHIL B.RADHAKRISHNAN, J. ------------------------------------------- W.P(C).No.20271 OF 2009 ------------------------------------------- Dated this the 30th day of March, 2010 JUDGMENT The petitioner, a company, decided to proceed with voluntary winding up. It came to this Court alleging that the notice and other materials in connection with such winding up are not being published in the official gazette. The objection raised by the authorities was that the resolution was not signed by all the members who had originally singed in the Memorandum of Association. This Court permitted impleadment of the Registrar of Companies. The Registrar of companies has filed a very detailed statement inter alia stating in paragraph 13 as follows: “Facts and circumstances being as above, the present petition is filed for a direction to R1 and R2 for effecting publication of the advertisement regarding resolution as stipulated under Section 485 and notice regarding appointment of Liquidator WPC.20271/09 2 under Section 516 of the Companies Act. The facts being so, the only question is whether the resolution has been passed as envisaged under Section 189 which is a matter of evidence. As is seen from Ext.P2, the petitioners have published the resolution regarding voluntary winding up on 15.2.2009 as required under Section 485. Since there has not been any objection regarding legality/validity of the resolution to wind up the company from any angle the question of effecting publication appears to be a statutory formality.” In the light of what is stated above, there can be no objection to the compliance of the statutory formalities and effecting publication as sought for by the petitioner. Accordingly, recording the statement of the Registrar of companies, it is ordered that on the petitioner submitting the necessary materials, respondents 1 and 2 will ensure that Exts.P3 and P4 notices as well as notice of the final meeting of the petitioner under Section 497 of the Companies Act are published in the official gazette of Kerala as expeditiously as possible, at any rate, within a period of four months, without WPC.20271/09 3 insisting for the signature of all the subscribing directors to the Memorandum of Association. The writ petition is ordered accordingly. Sd/- THOTTATHIL B.RADHAKRISHNAN, Judge. kkb.31/03.