TMI Blog1969 (8) TMI 42X X X X Extracts X X X X X X X X Extracts X X X X ..... 7-58 to 1963-64 both inclusive. It did not pay the tax due under these assessments; and penalties were imposed for default by the petitioner. A sum of Rs. 59,460.42 is now due from the company under the aforesaid assessments by way of arrears of tax, interest thereon and penalties imposed for non-payment of tax. The petitioner issued several notices calling upon the company to pay the above amount; but he did not succeed in recovering anything. This petition has, therefore, been filed to wind up the company. It appears that the company was not carrying on business for sometime ; and the Registrar of Companies took action under section 560 of the 1956 Act. The name of the company was struck off the register, and the Registrar of Companies ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... or in operation at the time of striking off, and that there are no grounds justifying the restoration of the company to the register. Sub-sections (5) and (6) of section 560 read as follows : "560. (5) At the expiry of the time mentioned in the notice referred to in sub-section (3) or (4), the Registrar may, unless cause to the contrary is previously shown by the company, strike its name off the register, and shall publish notice thereof in the Official Gazette, and on the publication in the Official Gazette of this notice, the company shall stand dissolved : Provided that ( a )the liability, if any, of every director, the managing agent, secretaries and treasurers, manager or other officer who was exercising any power of management, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ff the register, and shall publish notice thereof in the local Official Gazette, and, on the publication in the Official Gazette of this notice, the company shall be dissolved : provided that the liability (if any) of every director and member of the company shall continue and may be enforced as if the company had not been dissolved." Section 353(5) of the English Companies Act of 1948 is the same as section 560(5) of the 1956 Act. The question whether a company which had been struck off the register and dissolved under section 247(5) of the 1913 Act can be wound up arose incidentally for consideration before a Division Bench of the Judicial Commissioners' Court of Nagpur in Shekh Kaudu v. Berar Ginning Co. Ltd. AIR [1928] Nag. 194, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nd members of the company continue to be liable as if the company had not been dissolved, it must follow that the court must have jurisdiction to order winding-up, if that is necessary for enforcing those obligations. As argued by Mr. Veeraswami, the effect of a striking off of a company under section 247 is not the same as dissolution thereof on the completion of the administration of the concern under section 194. When a company is struck off under section 247(5), there may be assets to be realised and debts to be discharged and for that purpose there might be need for administration and the effect of the provision in section 247(5), that for certain purposes the company shall continue as if it had been dissolved, is to invest the court w ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e publication of the notice are different things happening at different stages, and that, while clause ( b ) permits a winding up of a company which has been struck off the register, there is no scope for winding up a company dissolved consequent on the striking off, as the company ceases to exist on the dissolution. This contention has also been well met in the Madras decision. The dissolution of the company under sub-section (5) is the consequence of the publication of the notice that it has been struck off the register. Yet there may be assets and liabilities of the company to be administered. What clause ( b ) of the proviso provides is that nothing in this sub-section, namely, the fact that the company has been struck off the register ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mpany whose name has been struck off the register on an application made by any of the persons mentioned therein within 20 years of the date of publication of the notice of striking off; and the court can do it, if it is just to do so. This sub-section does not refer to the dissolution of the company consequent on the publication of the notice; and it cannot be contended that an application under this sub-section is not maintainable, as the company is not existent consequent on the dissolution. If that were so, such a contention is not available for the same reason against the exercise of the power of the court, expressly saved by clause ( b ) of the proviso to sub-section (5) for the winding up of a company whose name has been struck off t ..... X X X X Extracts X X X X X X X X Extracts X X X X
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