TMI Blog1972 (7) TMI 6X X X X Extracts X X X X X X X X Extracts X X X X ..... ies Act, 1956, for an order declaring the dissolution of the Mambad Timber and Estates (Private) Ltd. to have been void. The company was dissolved by this court by an order dated February 13, 1970. In my view, the petition mast fail on the short ground that the period of limitation fixed by the above section for the exercise of the power vested in the court thereunder has expired. The Mambad Timber and Estates (Private) Ltd. was a private company incorporated in 1955. A scheme for amalgamation of the company with the second respondent, the Ruby Rubber Works (Bangalore) Ltd., which is a public company, by transferring all its assets and liabilities to the latter company in consideration of shares in the said company being allotted to the m ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n 394 or otherwise, the Court may at any time within two years of the date of the dissolution, on application by the liquidator of the company or by any other person who appears to the court to be interested, make an order, upon such terms as the court thinks fit, declaring the dissolution to have been void ; and thereupon such proceedings may be taken as might have been taken if the company had not been dissolved. " On a plain reading of the section it is clear that the period of limitation prescribed therein is for making the order that the court is empowered to make under that section. But it has been vehemently contended by counsel for the petitioner that such a construction would be very harsh and would lead to very unreasonable cons ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on 294 of the English Companies Act, 1929, to declare the dissolution of a company void. That provision was very similar to section 352 in the English Act of 1948, and also to section 559 of the Companies Act, 1956. In that case, the application was made within two years of the date of dissolution of the company ; and it was contended that no order can be passed after the expiry of two years from the date of dissolution of the company. The contention was rejected by the learned judge, and in doing so, he stated : " That undoubtedly is a plausible way of reading the section, but I think it leads to an incorrect result. It appears to me, that, if one reads the section against the background on which the court necessarily acts, and has regar ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... st that the company be restored to the register, order the name of the company to be restored to the register ; and the court may, by the order, give such directions and make such provisions as seem just for placing the company and all other persons in the same position as nearly as may be as if the namely the company had not been struck off. " The period of limitation fixed in the above provision is clearly for the filing of the application. Section 560(6) deals with the power of the court to restore to register the name of a company which has been struck off the register, while section 559(1), as already noticed, deals with the power of the court to declare dissolution of a company void. In section 559(1), the period of limitation is fi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r want of sufficient court-fees on February 11, 1972, and it was represented after curing the defect on February 18, 1972. Notice on the application was ordered on February 25, 1972, and the Central Government and the Registrar of Companies entered appearance on March 24, 1972. So the application can be considered to have been made with notice to the said two parties only on March 24, 1972, and at any rate not before February 25, 1972. The order of dissolution was made on February 13, 1970. In this view of the matter, the application has been made more than two years after the order of dissolution of the company, and it is, therefore, barred. Before leaving this case, it is also relevant to point out one more aspect. The dissolution of th ..... X X X X Extracts X X X X X X X X Extracts X X X X
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