Winding-up jurisdiction over unregistered companies depends on more than seven members at petition date under section 270.

Section 270 of the Companies Act, 1913 was construed as requiring an unregistered company to consist of more than seven members at the date the winding-up petition was presented. The court treated this membership requirement as a condition precedent to jurisdiction, following the English authorities on materially corresponding language. A wider reading, under which a smaller partnership could be wound up merely because it otherwise fell within the provision, was rejected as inconsistent with the statutory wording and scheme. The contrary construction was held erroneous, and the appeal was allowed with the matter remitted for determination on the merits according to law.

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Issues: Whether, on a true construction of section 270 of the Companies Act, 1913, an unregistered company could be wound up only if it consisted of more than seven members at the time the petition for winding up was presented.

Analysis: The statutory language of section 270 was treated as materially corresponding to the English provision governing unregistered companies. The construction adopted in the English authorities was that the jurisdiction to order winding up depended on the company consisting of more than seven members when the petition was presented, not at some earlier or later date. Reading section 270 in that light, the expression "shall include any partnership, association or company consisting of more than seven members" was held to denote a condition precedent to jurisdiction. A broader view, under which a smaller partnership could be wound up merely because it otherwise fell within the section, was rejected as inconsistent with the language and scheme of the Act.

Conclusion: The correct construction of section 270 required the company to consist of more than seven members at the date of presentation of the winding-up petition, and the contrary view was erroneous. The appeal was therefore allowed and the matter remitted for determination on the merits according to law.

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