1947 (1) TMI 13 - HC - Companies Law

Reviving a Dissolved Company: Court Grants Petition under Companies Act, 1929

The court granted the petition to revive a dissolved company under section 294 of the Companies Act, 1929. The judgment emphasized the restorative effect ... Winding up - Power of court to declare dissolution of company void Issues:Revival of a dissolved company under section 294 of the Companies Act, 1929.Detailed Analysis:The judgment concerns a motion to revive a company called C. W. Dixon, Ltd., which had been dissolved due to a voluntary liquidation in 1941. The liquidation resulted in the final dissolution of the company in 1945 under section 238(4) of the Companies Act, 1929. The company had certain properties that were supposed to be divided among or allocated to the shareholders but were never carried out, leading to the company's disappearance. The petition seeks to revive the company under section 294 of the Act, which allows the court to declare the dissolution void within two years of its occurrence upon application by the liquidator or other interested parties. The judgment discusses the differences between sections 294 and 295(6) of the Act, highlighting the House of Lords' decision in Morris v. Harris regarding the effect of declaring a dissolution void. The judgment emphasizes that the court's order declaring the dissolution void should have an effective restorative effect on the company's corporate existence and activity.The judgment delves into the implications of section 296 of the Companies Act, which states that upon dissolution, all property and rights of the company vest in the Crown unless otherwise ordered by the court under sections 294 and 295(6). The court clarifies that making a vesting order is not a common practice, and the effect of an order under section 294 should suffice to re-vest any property affected by section 296. The court interprets the power granted under section 294 to declare the dissolution void as effective and retroactive, meaning that upon declaring the dissolution void, any property vested in the Crown is deemed to have never vested or is divested by the court's order. The judgment concludes that the order declaring the dissolution void has the effect of avoiding all consequences that would have followed from the dissolution, ensuring that no property remains vested in the Crown or the Royal Duchies. The court decides to grant the petitioners an order in line with the precise wording of the relevant section, effectively reviving the company and resolving the property ownership issue.