1965 (8) TMI 52 - HC - Companies Law

Summary

Issues:
- Maintainability of the winding-up petition after the dissolution of the company.
- Competency to object to the winding-up petition.

Analysis:
The appeal was filed against the District Judge's judgment regarding a petition for winding up a company under the Indian Companies Act, 1913. The appellants claimed the company was unable to pay debts, had suspended business, and was just and equitable to wind up. A preliminary objection was raised that since the company was dissolved in 1952, no winding-up order could be passed. The District Judge held that proper steps under section 247 needed to be taken before entertaining the petition. However, the appellant argued that the Companies Act, 1956, allowed for a winding-up order without setting aside the dissolution order. Proviso (b) to section 560 was cited to support this argument.

The respondent contended that the winding-up petition should be decided without considering the new Act, citing sections 647 and 658 and the General Clauses Act. The court agreed with the appellant's submission, emphasizing that the appeal was a continuation of the original proceedings and the change in law could be considered. The court found that the new Act allowed for a winding-up order without setting aside the dissolution order, and the provisions of section 647 were not applicable in this case.

Regarding the position under the 1913 Act, the court opined that an order could possibly be made without setting aside the dissolution. Reference was made to a case where a winding-up order was made without restoring the company's name to the register. The court highlighted the principle of bona vacantia and the applicability of the winding-up order to vest the custody of the company's property in court. The judgment of the Lahore High Court in a similar case was also referenced, emphasizing the possibility of winding up a company even after dissolution.

In conclusion, the court allowed the appeal, stating that the company could be wound up without vacating the dissolution order. The court found the case law cited by the respondent irrelevant to the issue at hand. The matter was directed to be taken up by the appropriate court for further proceedings, with no order as to costs.