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Issues: (i) Whether a fully paid up shareholder is entitled to present a petition for winding up and under what conditions; (ii) Whether the respondent, having invited the Registrar to strike off the company, was a "person aggrieved" entitled to apply under section 247(6) for restoration to the register; (iii) Whether the court has jurisdiction to order winding up of a company struck off the register under section 247(5) of the Indian Companies Act.
Issue (i): Whether a fully paid up shareholder is entitled to present a petition for winding up and, if so, what conditions govern that entitlement.
Analysis: The Court reviewed authorities holding that a fully paid up shareholder is a contributory and may present a petition. It considered pre- and post-statutory developments (including the enactment preventing refusal of a winding up order merely because there are no assets) and Indian decisions applying corresponding statutory provisions. The Court observed that the statute (section 166 read with section 170) does not impose an additional condition that the petitioner must allege and prove a surplus; lack of assets may bear on bona fides but is not a bar to maintaining the petition. The facts showed the company had passed a resolution for winding up and a just and equitable case was made out.
Conclusion: The Court held that a fully paid up shareholder may present a petition for winding up; absence of assets does not by itself bar the petition though it may be a factor in assessing bona fides. The respondent was entitled to maintain the winding up petition.
Issue (ii): Whether the respondent was disqualified from applying under section 247(6) for restoration because he had invited the Registrar to strike off the company.
Analysis: The Court examined the objection of personal estoppel based on the respondent's earlier memorandum requesting striking off. It noted that such an objection binds the individual but does not preclude other interested persons from seeking relief, and that the substance of the matter (other shareholders supporting restoration or impleading them) made the objection technical. The learned Judge's order restoring the company was not shown to be unsustainable on merits.
Conclusion: The Court held that the respondent's earlier invitation to strike off did not preclude restoration under section 247(6) and decline interference with the restoration order.
Issue (iii): Whether the court has jurisdiction under section 162 to wind up a company whose name has been struck off under section 247(5).
Analysis: The Court compared section 247(5) with the corresponding English provision and reasoned that continuation of liabilities of directors and members as if the company had not been dissolved implies the court must retain jurisdiction to administer assets and liabilities, including winding up, if necessary. Prior decision holding a struck off company could be wound up was noted and the Court found no reason to deny jurisdiction.
Conclusion: The Court held that a company struck off under section 247(5) can be wound up by the court under section 162; hence striking off does not oust winding up jurisdiction.
Final Conclusion: The Court affirmed that (i) a fully paid up shareholder may maintain a bona fide winding up petition without being required to prove surplus assets, (ii) restoration under section 247(6) was properly ordered and the prior invitation to strike off by the applicant did not bar relief, and (iii) the court retains jurisdiction to wind up a company struck off under section 247(5). Consequently the appeals were dismissed and the winding up order upheld.
Ratio Decidendi: A fully paid up shareholder (contributory) may present a winding up petition and the absence of assets is not a statutory bar to such a petition; further, striking off under section 247(5) does not oust the court's jurisdiction to order winding up under section 162, and restoration under section 247(6) may be granted despite prior procedural steps by the applicant.
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