End -Sem

Answer 3-

Arguments from the Respondent

(a) The partners were not the acting partners at the time of cheque being issued to the
complainant, thus will not be liable under Sec. 138 read along with Sec. 141 of the
Negotiable Instrument Act, 1881.

Sec. 138 of the act, provides that when the cheque is dishonored for insufficiency of funds or
for any other reasons, the one who is at defaulter can be punished with imprisonment for
period of two years or fine. Along with this, Sec. 141 of the act specifies regarding the
offence by companies under Sec. 138 of the act.

Sec. 141 (1) of the act, specifies that “if the person committed an offence under Sec. 138 is a
company, every person who at the time of commission of offence, was in charge of, was
responsible to the company for the conduct of the business of the company, as well as the
company is deemed to be guilty of the offence, and shall be liable to be proceeded against
and punished accordingly”. However, the section, also provides an exception, where it states
that, nothing in this section will render any person liable, if the person is able to prove that
the offence was committed without his knowledge and due diligence is exercised to prevent
the same.

This Section talks about the offence by companies under Sec. 138 of the act, but under the
given circumstances, partnership firm and partners are subject of the offences. The
explanation (a) provided under Sec. 141, states the definition of “company” to include any
body corporate and includes a firm or other association of individuals. Further, under
Explanation (b), states that “director” in relation to the firm, means partner in the firm. This
was upheld in the case of Anil Hada v. Indian Acrylic Limited (1999), that for the purpose of
Sec. 141, the ambit of the term “company” has been expanded to include even firms and
other association of persons and as a necessary adjunct thereof a partner of firm is treated as
director of that company. Thus, whatever is applicable to the director of the firms will be pari
materia partners of the firm and Sec. 141 being applicable to partnership firms and partners as
well.

Considering the facts of the case, the respondents were not the acting partner, which means
they do not habitually acts in the business of the firm of any matter relating to the affairs of
the firm, as can be inferred from Sec. 24 of the Indian Partnership Act, which provides that
acting partner performs the habitually acts of the business. Thus, the presumption can be
made, that they were not knowing of the transactions that has occurred i.e., the cheque has
been issued by the firm to the complainant and has been dishonoured on default by the firm.
Thus as per the exceptions of the Sec. 141(1) of the NI act, the respondent should not be held
liable as they are not knowing about the offence being committed.

Besides the provisions, the following judicial pronouncements also provides for the similar
contentions to be upheld. As in the case of S.M.S Pharmaceuticals Ltd. vs. Neeta Bhalla &
Anr., it was held that merely being the director of a company is not sufficient to make the
person liable under Sec. 141 of the Act. A director in a company cannot be deemed to be in
charge of and responsible to the company for the conduct of its business. The requirement of
the Sec. 141 is that the person sought to be made liable should be in charge of and
responsible for the conduct of the business of the company at the relevant time. This has to be
averred as facts as there is no deemed liability of the director in such cases.

Taking into consideration the explanation (b) of the Section 141 of the Act as elaborated
above, the director of the company in the above mentioned case will be treated as partner in
the given case, thus, the respondents being not in charge of the conduct of the business at the
time of cheque being issued, should not be held liable for the offence under Sec. 141 of the
act.

Similar holdings are specified in the case of Smt. Katha Sujatha vs. Fertilizers & Chemicals
Travancore Ltd. (2002). In this case as well, it was held in order to hold the partners
(directors in the cited case) liable under Sec. 141, they need to be in charge of the conduct
and responsible for the conduct of the of the business of the firm. In this case, they have also
explained the meaning of the term “person in charge”, which means that the person should be
in over all control of the day to day business of the company or firm.

However, in the given circumstances, the respondent was not the person in charge on the
basis of the meaning explained in the above case, because they were not the acting partners in
the business of the firm, thus it can be deemed that they were not having over all control over
the day to day business of the firm. Thus, as a result should not be held liable for the offence
under Sec. 141 and also not be made parties in the proceedings.
Arguments from the Complainant:

The respondents should be made parties to the proceedings and are to be held liable by the
courts for the acts of the other partners, as there exists a mutual agency among themselves,
making all partners liable for the acts of one another under the provisions provided in Section
4, 25 and 18 of the Indian Partnership Act, 1932.

Sec. 4 of the Indian Partnership Act, 1932, defining partnership, states that partnership is the
relationship between persons who have agreed to share profits of a business carried on by all
or any of them acting for all. The expression “ carried on by all or any one of them acting for
all” in this provision clearly establishes an implied agency rights for a partner, who conducts
the business of the firm, on behalf of other partners. These agency rights are created on
account of Section 182 of the Indian Contract Act, where it has been defined that “agent” is a
person employed to do act for another or to represent another in dealing with third person”.
The person for whom such act is done or who is represented is called “principal” and their
relationship is called “agency”. Thus, we can say that partnership is the extension of law of
agency.

This relationship of mutual agency among the partners finds explanation in the case of Cox v.
Hickman (1860), where the Lord Cranworth defines the relationship stating that “The liability
of one partner for the acts of his co-partner is in truth the liability of a principal for the acts of
his agent. Where two or more persons are engaged as partners in an ordinary trade each of
them has an implied authority from the other to bind all by contracts entered into during the
course of business. Every partner in trade is the agent of his co-partner; all are, therefore,
liable for the ordinary trade contract of the other”.

Further, the provisions of Sec. 18 of the Indian Partnership Act, 1932 clarifies and confirms
the above mentioned discussion, by specifying that, a partners is the agent of the firm for the
purpose of the business of the firm. Thus, firm as well as other partners will be bound by the
act of the firm.

Along with this, Under Sec. 25 of the Indian Partnership Act, “ Every partner is liable, jointly
with all the other partners and also several, for all the acts of the firm, while he is a partner”.
Order 30, Rule 1 of the Civil Procedure Code states that, any of the two or more persons
claiming or being liable as partners and carrying on business in India may sue or be sued with
the name of the firm of which such persons were partners at the time of accruing of the cause
action.

Besides this, it was held in the case of Malabar Fisheries Co, Calcutta v. Commissioner of
Income Tax, Kerala, (1979), partnership firm is not distinct legal entity personality and is
only a compendious personality of the partners. Thus, whenever, the firm is made liable, the
partners are also liable for he same.

Thus, both the respondent should be held liable and made parties to the proceedings on
account of the provisions and judicial pronouncements cited above on account of the
following stated points:

 The Section 4 of the act along with the relationship of agency defined in the case of
Cox. V. Hickman makes each of the partners, respondents in the given case, liable
for the acts of one another.
 The partners being able to be sued in the name of the firm and are jointly and
severally liable for the acts of the firm, thus causing each of the partner to be liable
for the default on part of the firm, making respondents in the given case liable.
 Firm and partners, not being distinct entities, the default by the firm will held the
partners liable, so even though the respondent might not be acting at the of time of
offence committed, but on account of not being separate entities, the respondent will
be liable.

(b) The respondents in the given the case will not be liable for the dishonour of cheque under
the provisions Sec. 138 of the Act, read along with Sec. 141.

The respondent are held not liable as they are unable to fulfil the requirements that are
specified in the Section 141 of the Act. This section requires that for a person to be liable for
the offence under Sec. 138 of the act, must be the person in charge, and responsible for the
conduct of the business at the relevant time. However, the respondent being the non-acting
partners at the time of commission of offence, they were not the “person-in charge”, as
explained in the case of Smt. Katha Sujatha vs. Fertilizers & Chemicals Travancore Ltd.
(2002), thus not in over all control of the day-to-day affairs of business. As a result, may not
be aware of such offence being committed and, thus, as per the proviso clause of 141 (1) of
the Act, absolved from the liability.

In the case of G Ramesh v. Kanike Harish Kumar Ujwal & Anr., the court clarified that the
expression ‘company’ in the Section 141 of the NI Act, without any doubt includes a firm or
association of persons. The judgment also clarifies that the term “company” under
Explanation (a) takes into its ambit “partnership firm” as well. It was held by the Supreme
Court in this case that there should sufficient averments in the complaint to meet the
requirements of the Sec. 141(1) of the Act. However, in the given case sufficient averments
are not present to hold the respondents liable as their status as non-acting partner absolve
them from being person in charge and responsible for the conduct of the business, thus, will
not fulfil the requirements of Sec. 141(1) of the Act. Therefore, not liable for the dishonour of
cheque and cannot be party to the proceedings.

Further, in the case of KPG Nair v. Jindal Menthol India Ltd. (2000), also, it was held that
when director was not in charge of and responsible for the conduct of the business, then the
company will be held responsible for the commission of the offence but the directors will not
under Sec. 141(1) of the Act. Thus, the criminal complaints against director is quashed under
Sec. 482 of CrPC. Similarly, in the given case, the complaint will be quashed against the
respondents as they are the non-acting partners in the firm.

The contentions raised by the complainants, however are true in the general sense but for the
purpose of the Negotiable Instrument Act, 1881, Sec. 141 will define the liability of the
company in case of offence committed under sec. 138. The explanation given under section
141, provides to include partnership and partners as well within its ambit and will, thus,
govern offences committed by the partnership firm and partners under Sec. 138. Thus,
applying the principle of Generalis Specialibus non derogant, which means special law
prevails over the general law, which is an established principle in the case of Suresh Nanda v.
CBI (2008). Following this principle, in the given case, the special law relating to dishonour
of cheque will prevail over general law governing the partnership firms. Therefore, the
contentions of the complainant will not be upheld.

Answer 4-
 (a) Rakesh Jain can sue the Ajanta Chemists for damages under the Sec. 16 of the Sale of
Goods Act, on account of principle of “Caveat Venditor”, which means “Let the Seller be
Aware”.

Section 16 of the Sale of Goods Act, 1930, incorporates the principle of “Caveat Emptor”,
which means “Let the Buyer be Aware” and, provides that “ Subject to the provisions of this
act or any other law for the time being in force there is no implied condition or warranty as to
the quality or fitness for any particular purpose of goods supplied”. But, as Lord Wright,
rightly said, “ The “old rule” of Caveat Emptor had been superseded by Caveat Venditor, and
such change being rendered necessary by the condition of modern commerce and trade”.
Similar observation can be found in the Sale of Goods Act, 1930, in the form of exceptions to
the rule of “Caveat Emptor” under Sec. 16(1) and 16(2) of the Act.

Section 16(1), states that , if the buyer, expressly or by implication makes the purpose for
which goods are required, known to the seller and relies on the seller’s skill or judgement,
and the goods are of description which it is in the course of seller’s business to supply, then
there is an implied condition that the goods shall be reasonably fit for the purpose. This
section, further, prescribes the circumstance in which the seller is obliged to supply goods to
the buyer as per the purpose for which he intends to make a purchase.

Section 16(2) of the Act, states that, “Where goods are brought by description from a seller
who deals in goods of that description, there is an implied condition that goods shall be of
merchantable quality”. However, there exists an exception to this section, stating that if the
buyer has examined the goods, then there exists no implied condition with respect to the
defects which can be identified on such examination.

Merchantable quality refers to the goods that are purchased for resale they must be capable of
passing in the market under the name or description by which they are sold. It depends on
two factors:

I. Marketability- Merchantability does not only mean that the goods shall be marketable,
but they be marketable at their full value. Merchantability does not means that the things
are saleable in the market because they look all right, in such circumstances, it is not
merchantable if it has defects unfitting it for its only proper use but is not visibly
identified on ordinary examinations. These are the findings of the case Grant v.
Australian Knitting Mills (1936).
II. Reasonable fitness for the general purpose: Merchantable quality, further, means that if
the goods are purchased by the buyer for self-use, they must be reasonably fit for the
purpose for which they are generally used.

Considering the facts of the given case, the buyer expressly made known to the seller the
purpose for which the goods are required and relied on the skill and judgement of the seller,
while purchasing the hot water bag, thus there exists an implied condition that the goods are
fit for the purpose. But, the good supplied are not fit for the purpose, for which it is required
i.e., it is purchased to use as hot water bag, however, it burst after few days while using the
hot water bag, thus the purpose is not fulfilled.

Section 12 of the Sale of Goods Act, 1930, provides for the definition condition as the
stipulation essential to the main purpose of the contract, the breach of which will give rise to
right to treat the contract as repudiated. In the given circumstances, the condition is the use of
hot water bag for hot water, which is not fulfilled thus, will lead the contract to be repudiated
and damages to be granted for such breach.

Further, the hot water bag purchased by the buyer is not of merchantable quality as it is not
reasonably fit for the general purpose, even after being bought by the description of seller,
who said, it is for hot water and not boiling water. After, it burst, the buyer got to know that it
not good for hot water as well. Thus breaching the implied condition that exists.

Similar circumstances occurred in the case of Priest v. Last (1903), where the buyer
purchased a hot-water bottle from the seller was a chemist. His wife uses the hot-water bottle
and after five time, it bursts and wife scalded, Evidence showed that the bottle was not fit for
use as hot-water bottle. Thus, the court held that the buyer is entitled to recover expenses in
the treatment from the seller of his wife’s injuries. It is because the buyer relied on the
judgement of the seller and used the bottle for the usual purpose. Further, demonstrates the
principle that if the buyer told the seller the particular purpose for which the goods are
purchased, then it is an implied condition that the goods are reasonable for the purpose.

Therefore, in the given the case as well, Mr. Rakesh can sue for damages Ajanta Chemist
under Sec. 16(1) and 16(2) of the Sale of Goods Act, for the breach of implied conditions.
Along with this, he will also be entitled to recover damages as was held in the case of Priest
v. Last(1903).
(b) The statement is true. The Companies incorporated under Indian Companies Act, even
though venture jointly, cannot be said to form partnership within the meaning of Partnership
Act.

Partnership Act does not define the term “person” under the act. However, the General
Clauses Act, 1897, Section 3(42) states that the “person” shall include any company or
association of body of individuals whether incorporated or not.

In the case of Ganga Metal Refining Co. Pte. Ltd. V. Commissioner of Income Tax (1968),
the Calcutta High Court has presented a view that the three limited companies incorporated
under Indian Companies Act, even carry out a venture jointly, cannot be said to form
partnership within the meaning of Partnership Act. The reason for such a view are following
anomaly that may rise due to such arrangement as happened in this case, where the assessee
company, who is partner in the joint venture of three companies, wanted to set off his losses
from the joint venture against its own income. However, the court denied the same because
the unregistered firm is a separate legal concept from the company of the assessee under the
Income-tax Act. Such, further, anomalies that may arise are specified in the case are as
follow.

It will not be a digression at this stage but an imperative necessity to bear in mind the very
specific provisions of the Partnership Act. Under Section 4. of the Indian Partnership Act,
partnership is defined as “relationship between the persons who have agreed to share the
profits of the business carried on by all or any one of them acting for all”, they are
individually referred as “partners” and collectively as “firm” and the name under which they
carry out their business is the “firm name”. Notionally and juristically if two incorporated
companies under the Indian Companies Act, enter into a partnership, then each company
becomes agent for the other and agrees to share the profits. This will create
many problems for the two incorporated companies. The two companies will have to be,
therefore, agents for each other in a manner which may not be permissible at all by their own
charters, articles and memorandum. 

It would be difficult to apply the very particular rights and obligations as among the partners
in the case of companies as partners such as in Chapter III (Sections 9to 17), Chapter IV
(Sections 18 to 30), and Chapter VI (Sections 39 to 55) of the Partnership Act. Then there
also exists requirement for the registration of firms and the companies as such partners in a
partnership will have to, therefore, obey two masters, the Registrar of Firms and Registrar of
Companies.

The position relating to this issue in India has been further clarified through Company Law
Department Circulation No. 1/18-CL-V dated Sept. 14, 1981, where it is stated that there
exits nothing in law which suggests that a body corporate cannot become a partner in a
partnership firm. This arises out of the fact that a company is a legal person in the eye of law
and such person are competent to contract and is entitled to be a partner. However, one
limitation has to be taken into consideration i.e., no company can lawfully employ its funds
for purposes not authorised by its constitutional documents. Prima Facie, it is ultra vires for
the company to enter into partnership with some other persons or some other company. It is
further stated, that this difficulty can be overcome by having special clauses in the
Memorandum of Association, permitting a company specifically to make investments in a
partnership firm. Although the firm can do this legitimately, the opposite is not possible in
the case of partnership firm as it is not a legal entity in the eye of law. Besides the legal
perspective, the business consideration will not favour investment in the partnership firm due
to unlimited liability.

It seems that the Indian Companies Act has indirectly recognised the legitimacy of the a
company becoming a partner in the partnership firm. A case in point relates to the provisions
in Sec. 370(1B) of the Indian Companies Act, 1956, which provides for grant of loan to a
partnership firm having corporate body as a partner.

Thus, from the above mentioned provisions and case laws, it can be concluded that, until
now, no incorporated company can be partner in the partnership but legislature is trying to
pave way towards the same through certain arrangements.

Answer 2-

(a) The partners were having title in the property, for which they are seeking transfer of
registry as per the Sec. 14 of the Indian Partnership Act, 1932.

Section 14 of the Act, defines what constitutes the property of the firm and includes all
property and rights and interest in property originally brought into the stock of the firm, or
acquired, by purchase or otherwise, by or for the firm for the purposes and in the course of
the business of the firm and also includes goodwill of the business. Unless the contrary
intention appears, the property acquired with money belonging to the firm are deemed to
have been acquired for the firm.

Considering the given facts, the partners bought the individual immovable property into the
common stock of the firm, this property brought in by the partners will fit in the category of
“property originally brought into the stock of the firm”, thus will be considered property of
firm as per the definition provided in Sec. 14 of the Act.

In the case of M/s. Malabar Fisheries Co. v. The Commissioner of Income-Tax, Kerala
(1980), it was stated that, the firm’s property is recognised in more than one way but only as
that which is “joint estate”, of all the partners as distinguished from the “separate estate”, of
any one of them, and not as belonging to a body distinct in law from its members. Thus, in
other words, a partnership firm being only a compendious personality of the partners, that is
not distinct from the persons who constitute it and in terms of Sec. 14 of the Partnership Act,
the property of the firm will have to be understood as the property belonging to the partners
for the exclusive purpose of the business.

Further, in the case of Addanki Narayanappa &Anr. V. Bhaskara Krishnappa and Ors.
(1966), it was quoted that “ No doubt since a firm has no legal existence, the partnership
property will vest in all the partners and in that sense every partner has an interest in the
property of the partnership. During the subsistence of the partnership, however, no partner
can deal with any portion of the property as his own nor can he assign his interest in a
specific item of property of anyone. His right is to obtain such profits, if any, as fall to his
share from time to time and upon the dissolution of the firm to a share in the assets of the
firm which remain after satisfying the liabilities”.

Besides this, in the case of George V.J. and others v. V.V. George and others (2010), it was
held that when the partners convert individual property into the property of the firm, no
registration is required in the terms of the Registration Act, it followed, as a corollary, that
such registration was not required when the partnership is dissolved and the property
distributed among the partners.

Therefore, on account of provisions of Sec. 14 of the and the interpretation of the same in the
above mentioned judicial pronouncement, makes it clear that the partnership property belongs
to the and vests in the partners of the firm and registration is not required for the same. As a
result, the property that the partners asking to be registered in the given case, have title in the
property.
However, as held in the case of Balbir Singh v. State of U.P. (2012), division of the assets on
account of dissolution of partnership firm does not amount to a transfer, where there is no
assigned or definite share in the property of the firm of the partners and shares assigned on
dissolution of the firm, such dissolution and division of share would not amount to transfer of
property under Section 5 of the Transfer of Property Act, which defines “transfer of property”
as an act by which a living person conveys property, in present or in future, to one or more
other living persons, or to himself and one or more other living persons. In this living person
includes a company or association or body of individuals, whether incorporated or not.

The case of State of Kerala v. V.D. Vincent (2018), it was held that mere allocation of
property to the partner in proportion to his share in the assets of the firm, on account of
dissolution of the firm, does not convey title in the property to the partners and also the right
to obtain a mutation of the property in his name, under the Transfer of Registry Rules are not
conveyed. As a result, only a valid deed, duly registered, can convey the title over the
immovable property to the partners and only after this, that they can seek transfer of registry
in respect of the immovable property.

Thus, in the given case, the partners hold title in the property jointly for the purpose of the
business, but in order to individually hold title over the allocated property, transfer of registry
needs to be sought as held in the aforesaid judicial pronouncements.

(b) In order to incorporate the Limited Liability partnership following needs to be done as per
Sec. 11 of the Limited Liability Partnership Act, 2008 (LLP, Act, 2008):

 Two or more persons associated for carrying on a lawful business with a view to the
profit shall subscribe their names thereto. (11(1)(a))
 The incorporation document should be filled in the manner along with the fees, as
prescribed with the Registrar of the State in which the registered office is established.
(11(1)(b))
 A statement needs to be filled along with the incorporation document in the prescribed
form, made either by an advocate, or a Company Secretary, or a Chartered Accountant,
who is engaged in the formation of the LLP and any one of the who subscribed his name
in the incorporation document, that all the requirements of the Act and rules made
thereunder are complied with, in the process of incorporation and the matters prior to and
incidental thereto. (11(1)(c))
 The incorporation document shall:
 a) be in a form as may be prescribed;
b) state the name of the limited liability partnership
c) state the proposed business of the limited liability partnership
d) state the address of the registered office of the limited liability partnership
e) state the name and address of each of the persons who are to be partners of the limited
liability partnership on incorporation
f) state the name and address of the persons who are to be designated partners of the
limited liability partnership on incorporation
g) contain such other information concerning the proposed limited liability partnership as
may be prescribed. (11(2))
 If any of the information regarding the compliance of the requirement of the act and rules
thereunder, is false or does not believed to be true will attract punishment for the person
liable for such an act. (11(3)).

Incorporation by Registration (Sec. 12)

 When the requirement under Sec. 11(1) (b) and 11(1)(c) are complied with, Registrar
shall retain the incorporation document, unless the requirement under Sec. 11(1)(a) is
fulfilled and within fourteen days, register the incorporation document; give a certificate
that the LLP is incorporated by the specified name.
 The Registrar may accept the statement made under Sec. 11(1)(c) as sufficient evidence
that the requirements of the 11(1)(a) is complied with.
 The certificate issued under Sec. 11(1)(b) shall be signed by the Registrar and
authenticated by his official seal.
 The certificate shall be conclusive evidence that the LLP is incorporated by the specified
name therein.

Advantages of the Limited Liability Partnership :

1. Limited liability- Limited Liability of the partnership, protects the personal assets of the
member of the firm . LLP’s are the separate legal entity.
2. Flexibility: The operation of partnership and distribution of the profits is ascertained by
the written agreement between the partners, thus, providing greater flexibility in the
management of the business.
3. The Limited liability Partnership is granted the status of a legal person, thus it can buy,
rent, lease, own property, employ staff, enter into contracts, and be held accountable if
necessary.
4. Corporate Ownership: LLP can appoint two companies as its members, however, in case
of limited company at one director needs to be a real person.
5. Protecting the Partnership Name: By registering the LLP at companies house, it can be
prevent another company or partnership from registering the same name.
6. No minimum capital required: LLP could be formed without any minimum contribution
of capital as oppose to the private limited companies’ requirement of 1 lakh. Even allow
contributions to be made in instalments, which allow small entrepreneurs/ startup avail
the benefits of the same.
7. Board Meetings: Partners are not required to mandatorily hold 4 board meeting in the
year as specified by the companies and meet as per the need and convenience of the
partners.
8. No limit on owners of business: For LLP, there is minimum requirement of 2 partners,
but no upper limit as in the case of private limited company i.e., restriction of not having
more than 200 members.
9. No requirement of Compulsory Audits: All the limited companies whether private or
public has get their accounts audited, however, for LLP there is no mandatory
requirement. LLP needs to be audited only in case: the contribution of LLP exceeds ₹25
lakh or the annual turnover exceeds ₹40 lakh.
10. Lower Cost of formation: the cost of incorporating LLP is lesser compared to private or
public limited company.
11. Dividend Distribution tax not applicable: In case of a company, in order to withdraw
profits, owners has to pay an additional tax liability of dividend distribution tax @ 15%
(plus surcharge and education cess). However, in LLP no such tax payment is required
and partners can easily withdraw profits.
12. Taxation: LLP are taxed at lower rates as compared to company. Moreover, not subject to
Dividend Distribution Tax.

Difference between Partnership and Limited Liability Partnership

BASIS Partnership Limited Liability Partnership

Liability Partners have unlimited liability Partners have limited liability i.e., the
i.e., personal assets can be charged personal asses of the partners cannot
in order to pay the debts of the be charged for the debts of the firm.
 firms
Transfer of Right to share profit and losses is Right to share profit and losses is
Interest transferable with prior approval of transferable
other partners.
Status Not Separate legal entity i.e., the Separate legal entity i.e., partners and
firm and partners are considered as firm are two separate entities in the
single entity. eye of law.
Capital Unlimited liability which may It determined by the partners
Contributio extend to their personal assets.
n
Dissolution Voluntary or by National By agreement, mutual consent,
Company Law Tribunal insolvency, certain contingency and by
court order.