Voluntary liquidator lacks authority to compel arbitration where company power remains reserved by statute and company sanction is required.

A voluntary liquidator under the Companies Act, 1913 was held to have no express or incidental authority to refer company disputes to arbitration. The court reasoned that section 152 dealt specifically with a company's power to arbitrate, while sections 179, 205 and 207 did not transfer that power to the liquidator; the residuary words in section 179 were confined by ejusdem generis and could not be expanded to private arbitration. The Act also required company sanction for compromises affecting rights or liabilities, confirming that the liquidator could not bind the company and its assets by such a reference. The resulting arbitration reference and award were therefore without effect.

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Issues: Whether a liquidator in a voluntary winding-up had authority to refer disputes of the company to arbitration and thereby bind the company and its assets.

Analysis: The statutory scheme in the Companies Act, 1913 was held to define and limit the powers of a voluntary liquidator. Section 152 expressly dealt with a company's power to refer disputes to arbitration, while sections 179, 205 and 207 reserved corporate powers to the company and did not confer any express power on the liquidator to make such a reference. The residuary words in section 179 were construed ejusdem generis with the express powers granted and could not be expanded to include private arbitration. The power was also not incidental to the liquidator's express functions, because the company itself retained the relevant corporate power and the Act separately required company sanction for compromises involving surrender of rights or acceptance of liability under section 234.

Conclusion: A voluntary liquidator had no power, express or incidental, to refer the company's dispute to arbitration, and the resulting reference and award were without effect.

Final Conclusion: The appeal failed and the dismissal of the suit was sustained, with costs left to be borne by the parties as directed by the Court.

Ratio Decidendi: Where a statute expressly reserves a corporate power to the company and does not confer that power on a liquidator, general or residuary words conferring winding-up powers cannot be construed to include authority to refer disputes to arbitration.

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