Dissolved company maintainability and full disclosure in ex parte maritime relief led to vacation of the vessel arrest.

A dissolved company cannot sue in its own name because it has ceased to exist as a separate juristic person, and a shareholder has no independent right to prosecute the company's assets or validate the plaint by ratification. The court noted that a non-existent entity cannot authorise or cure a defective institution of proceedings, so the objection to maintainability succeeded. In discretionary ex parte proceedings, full and frank disclosure of all material facts is required; suppression of the company's dissolution and inconsistent affidavits amounted to material non-disclosure. An ex parte arrest order obtained without candid disclosure was therefore unsustainable, and the vessel arrest was vacated.

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Issues: (i) whether a company that had been struck off the register and dissolved could institute and maintain the suit in its own name, and whether the plaint could be validated by ratification or by a shareholder's authority; (ii) whether the ex parte arrest of the vessel was liable to be vacated for suppression of material facts, lack of candid disclosure, and fraud on the court.

Issue (i): whether a company that had been struck off the register and dissolved could institute and maintain the suit in its own name, and whether the plaint could be validated by ratification or by a shareholder's authority.

Analysis: The company had ceased to exist on the date the suit was filed. A company is a separate juristic person distinct from its shareholders, and a shareholder has no present interest in the company's assets merely by reason of shareholding. On dissolution, the company's property vested as bona vacantia, and no shareholder or constituent could claim to sue for the company's assets as if they were his own. The plaint was also not shown to have been instituted by a properly authorised person capable of binding the company. Since a non-existent entity cannot authorise or ratify an action it could not lawfully take, the proposed ratification did not cure the defect.

Conclusion: The suit was not maintainable at the instance of the dissolved company, and the objection to its institution succeeded.

Issue (ii): whether the ex parte arrest of the vessel was liable to be vacated for suppression of material facts, lack of candid disclosure, and fraud on the court.

Analysis: In proceedings seeking discretionary ex parte relief, the applicant was bound to make full and frank disclosure of all material facts. The record showed that the company's dissolution and the steps leading to it were within the plaintiff's knowledge, yet the plaint and supporting material did not candidly disclose the true position. The inconsistencies in the affidavits and the shifting version regarding restoration reinforced the conclusion that material facts had been withheld. Suppression of material facts and misrepresentation vitiate discretionary relief, and an ex parte arrest order obtained without complete disclosure could not be sustained.

Conclusion: The arrest order was liable to be vacated, and the discretionary relief failed against the plaintiff.

Final Conclusion: The proceedings could not be maintained by the dissolved company, and the ex parte maritime relief was set aside for want of full and frank disclosure. The vessel arrest was vacated and the suit stood dismissed.

Ratio Decidendi: A dissolved company cannot institute proceedings in its own name, and ex parte discretionary relief obtained without full and frank disclosure of material facts is vitiated by suppression and fraud.

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