9911796707
|
Home
Issues:
1. Interpretation of section 353(6) of the Companies Act, 1948 regarding restoration of a struck-off company to the register. 2. Consideration of the inclusion of a Rugby Auto Electric clause in the restoration order. 3. Examination of the court's power to give directions or make provisions under section 353(6) for restoring a company to the register. Analysis: The judgment by Megarry, J. concerns the interpretation of section 353(6) of the Companies Act, 1948, focusing on the restoration of a company struck off the register. The case involved a petition seeking restoration of a company dissolved after being struck off. The petition also requested a winding-up order. The court considered the implications of restoring a company without a Rugby Auto Electric clause, which could affect creditors who transacted with the company post-dissolution. The judge deliberated on the balance between protecting creditors' rights and preventing directors from evading personal liability by reviving the company. The judge analyzed the statutory provision of section 353(6), emphasizing that the restoration order deems the company to have continued in existence as if not struck off. The court may give directions or provisions to place the company and others in a similar position as if not struck off. The judge discussed the discretionary nature of these directions, citing examples of provisions related to Statutes of Limitation. However, the judge noted that the power granted by the subsection aims to maintain the statutory fiction of the company's continuous existence and does not allow for provisions that negate this fiction. Regarding the inclusion of a Rugby Auto Electric clause, the judge concluded that the court's power under section 353(6) is limited to effectuating the statutory fiction and not to negate it. The judge highlighted the importance of adhering to the statutory language and the purpose behind the court's directions or provisions. The judge expressed reluctance to insert such a clause in the restoration order, as it would contradict the statutory intent. In the specific case before the court, the judge dismissed the petition for restoration as there were no substantial grounds for the company or the contributory to feel aggrieved by the striking off. The judge considered the lack of prospects for a surplus to benefit creditors and the insolvency of the company, leading to the dismissal of the petition for restoration. The judgment underscores the court's obligation to assess the merits of each case before exercising its powers under section 353(6) of the Companies Act, 1948.
|
