Winding-up orders for unregistered companies may include special directions only if consistent with statute and limited to reserved liberty to apply.

A winding-up order for an unregistered company may be made under the Companies Act 1948, but special directions in that order are permissible only if they are consistent with the statute and merely reserve liberty to apply under the general law. The court held that such provisions should not cut down the effect of the winding-up order or pre-empt later applications. On the facts, it was undesirable to fetter the official receiver in advance, so the proposed special provisions were refused and only the ordinary winding-up order was made.

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Issues: Whether the court could attach special provisions or directions to a winding-up order for an unregistered company, and whether such provisions were desirable on the facts.

Analysis: Section 399(1) of the Companies Act, 1948 was treated as conferring a discretion to make a winding-up order, but the section also required the remaining provisions governing winding up to apply subject only to the stated exceptions and additions. The court held that a special direction in the order would be permissible only if it did not cut down the effect of the winding-up order and merely reserved matters for later application under the general law. On the facts, however, the court considered it better not to fetter the official receiver in advance and to leave applications to be made when necessary.

Conclusion: The court held that special provisions of the kind suggested were not to be inserted in the present order, although an ordinary winding-up order could be made.

Final Conclusion: The petition succeeded only to the extent of obtaining the ordinary winding-up order, while the request for special provisions in the order was refused.

Ratio Decidendi: A winding-up order may not be burdened with special directions unless they are consistent with the statute and amount only to a reserved liberty to apply under the general law; whether to include such directions remains a matter of judicial discretion on the facts.

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