Official liquidator appointment under the old Companies Act continued in pending winding up; appeal substitution did not confer locus standi.

Winding up proceedings commenced before the new Companies Act continued under the old Act by virtue of the saving provision, so the earlier appointment of the official liquidator remained in force unless terminated by a court order for due cause. A substitution order made in the appeal operated only for that appeal and did not amount to removal from office. A later notification appointing another official liquidator under the new Act applied only to matters governed by that Act and did not displace the existing appointment in the pending winding up proceedings. The High Court Rules could not override the statutory requirement for removal, so the later appointee lacked authority to move the prosecution application.

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Issues: Whether the substitution order passed in the appeal terminated the earlier appointment of the official liquidator and whether the later appointee had locus standi to move the prosecution application in the pending winding up proceedings.

Analysis: Winding up proceedings begun before the commencement of the new Companies Act were held to continue under the old Act by virtue of the saving provision. The earlier appointment of the official liquidator was not shown to have been terminated by any order removing him from office, and removal under the old Act required due cause shown by the court. The order substituting one official liquidator for another in the appeal was treated as effective only for the purposes of that appeal and not as a removal from office. The later notification appointing another official liquidator under the new Act operated only for cases governed by the new Act and did not displace the prior appointment under the old Act. The High Court Rules could not override the statutory requirement governing removal.

Conclusion: The earlier official liquidator continued in office, the later appointee did not acquire authority to act in his place for the pending winding up proceedings, and the objection to locus standi succeeded.

Final Conclusion: The authority to act in the winding up proceedings remained with the originally appointed official liquidator, and the substitution for the appeal did not amount to a statutory removal from office.

Ratio Decidendi: An appointment of an official liquidator under the new Companies Act for matters governed by that Act does not terminate an earlier appointment in pending winding up proceedings under the old Act, and removal from that office can occur only by a court order for due cause shown.

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