Statutory incorporation cannot be annulled by scire facias where the company's objects are lawful on their face.

A company validly incorporated under the Companies Act cannot be rescinded by a writ of scire facias, because statutory incorporation is conclusive and challenges must proceed through the Act's investigation or winding-up machinery. The memorandum's objects, if lawful on their face, do not become invalid merely because of alleged promoter motive; the Registrar's role is limited to checking statutory compliance for registration. On the stated facts, the objects of carrying on newspaper business and related publications were not shown to be unlawful or fraudulent, so registration could not be disturbed on that basis.

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Issues: (i) whether a writ of scire facias could be invoked to rescind the incorporation of a company created under the Companies Act; (ii) whether the formation and objects of the company were unlawful or fraudulent so as to justify interference with its registration.

Issue (i): whether a writ of scire facias could be invoked to rescind the incorporation of a company created under the Companies Act

Analysis: The writ of scire facias was treated as an exceptional common-law remedy historically used to annul charters, grants, and franchises obtained by fraud, misrepresentation, or other specified defects. The reasoning distinguished such charter-based proceedings from incorporation under a statute, and emphasised the legal conclusiveness of the certificate of incorporation. The appropriate statutory remedy against an improperly formed or misused company was held to lie in the Companies Act provisions dealing with investigation and winding up, not in an attack on incorporation itself.

Conclusion: The writ of scire facias was not an appropriate remedy to challenge the statutory incorporation.

Issue (ii): whether the formation and objects of the company were unlawful or fraudulent so as to justify interference with its registration

Analysis: The Registrar's function was confined to verifying compliance with the statutory requirements for registration and authorisation to be registered. The memorandum disclosed objects of carrying on newspaper business and taking over the relevant publications, and no illegality, public-policy bar, or unlawful purpose was found on the face of those objects. The motives attributed to the promoters were treated as irrelevant to the legality of the association, and the alleged design to defeat employees' claims was not established as a ground for invalidating the company's formation. The Court also noted that the employees' remedy, if any, lay in the statutory machinery for inquiry and winding up.

Conclusion: The formation and objects of the company were not shown to be unlawful or fraudulent, and registration could not be disturbed on that basis.

Final Conclusion: The petitions failed because the incorporation of the company could not be annulled through scire facias and no illegality in its formation or objects was established; the proper recourse, if any, lay under the statutory winding-up and investigatory scheme.

Ratio Decidendi: A company validly incorporated under statute cannot be disincorporated by scire facias, and the motives of its promoters are irrelevant unless the statutory requirements for incorporation are violated or the company's objects are themselves unlawful on the face of the memorandum.

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