Limitation bars revival of a liquidated company despite unanimous shareholder support and no public policy objection.

A company in liquidation may be considered for revival where the required majority supports the scheme, creditors have been paid, and surplus assets remain; a unanimous shareholder resolution and delay alone do not make revival contrary to public policy. However, an application to revive and restore the company to the register must comply with the applicable limitation periods for setting aside orders and restoration. As the attempt was brought after about thirty-five years, it was held to be time-barred under the relevant limitation provisions, and permission for revival was refused despite the shareholders' unanimous support.

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Issues: (i) Whether a company in liquidation could be revived on the basis of a unanimous resolution of the shareholders. (ii) Whether the application for revival and restoration was barred by limitation.

Issue (i): Whether a company in liquidation could be revived on the basis of a unanimous resolution of the shareholders.

Analysis: A scheme for restarting a company under winding up may be sanctioned where the necessary majority has approved it and the company has surplus assets after meeting creditors and repaying contributories. The unanimous resolution of the shareholders and the fact that the creditors had been paid weighed in favour of revival, and the mere lapse of time did not by itself make the proposal contrary to public policy.

Conclusion: Revival of the company was not held to be opposed to public policy.

Issue (ii): Whether the application for revival and restoration was barred by limitation.

Analysis: The challenge was held to be governed by the limitation provisions applicable to setting aside orders and to restoration of a company to the register. The attempt to revive the company after about thirty-five years was found to be far beyond the statutory periods referred to in Article 100 of the Limitation Act and sections 559 and 560(6) of the Companies Act, 1956.

Conclusion: The application was barred by limitation.

Final Conclusion: Permission for revival of the company in liquidation was refused because the claim for revival and restoration was time-barred, notwithstanding the shareholders' unanimous resolution.

Ratio Decidendi: A revival or restoration of a company in liquidation cannot be granted after expiry of the applicable statutory limitation periods, even if the shareholders unanimously support revival and the objection based on public policy is otherwise untenable.

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