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Issues Involved:
1. Entitlement of a fully paid-up shareholder to apply for winding up under section 166 of the Act. 2. Entitlement to apply for restoration of the company under section 247(6) as an "aggrieved person." 3. Validity of a winding-up petition when the company has been struck off under section 247(5). Detailed Analysis: 1. Entitlement of a Fully Paid-Up Shareholder to Apply for Winding Up: The primary issue is whether a fully paid-up shareholder is entitled to present a petition for the liquidation of a company. The court referenced several precedents, including the National Savings Bank Association and In re Anglesea Colliery Company, which established that a fully paid-up shareholder is a contributory and can apply for winding up. The court also examined conditions under which such a petition could be presented, citing cases like In re Patent Artificial Stone Co. Ltd., In re Lancashire Brick and Tile Co. Ltd., and In re Rica Gold Washing Co., which required that a fully paid-up shareholder must show that there would be a tangible surplus available for distribution among shareholders. However, the court noted that legislative changes, particularly section 29 of the 1907 statute (re-enacted as section 170 in the Indian Companies Act), abrogated the rule that a petition could be dismissed solely on the ground that there were no assets. The court concluded that the right of a contributory to present a petition is unqualified under section 166, and the lack of assets should only be considered in determining the bona fides of the petition. The court agreed with Krishnaswami Nayudu J. that it was just and equitable to wind up the company, especially since the shareholders themselves had passed a resolution for winding up. 2. Entitlement to Apply for Restoration of the Company Under Section 247(6): The court addressed whether the respondent was entitled to maintain O.P. No. 45 of 1951 under section 247(6) of the Act. The appellants argued that since the respondent had invited the Registrar to strike off the company, he could not be considered an "aggrieved person." The court cited the decision in Harrup v. Bayley, which established that a person cannot complain about an act they authorized. However, the court noted that this objection was a personal estoppel and did not preclude other interested parties from seeking relief under section 247(6). The court found no substantial reason to overturn the order restoring the company to the register and deemed the objection as formal and technical. 3. Validity of a Winding-Up Petition When the Company Has Been Struck Off: The appellants contended that once a company is struck off under section 247(5), it ceases to exist, and thus, no winding-up petition could be maintained. The court compared section 353(5) of the English Act with section 247(5) of the Indian Act. It concluded that the absence of a provision similar to section 353(b) in the Indian Act does not negate the court's jurisdiction to order winding up. The court reasoned that the liability of directors and members continues as if the company had not been dissolved, implying that the court retains jurisdiction to order winding up if necessary. The court referenced Sheikh v. Berar Ginning Co., which supported the view that a company could be wound up even after being struck off. The court affirmed that it had jurisdiction under section 162 to order the winding up of the company. Conclusion: The court dismissed O.S.A No. 1 of 1952 with costs and O.S.A. No. 31 of 1952 without costs, affirming the orders for winding up the company and restoring it to the register. The court left open the question of whether the respondent was a fully paid-up shareholder for future determination.
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