Winding up displaces management authority: only the liquidator can continue litigation for the company after appointment.

Upon commencement of winding up and appointment of the official liquidator, the managing agent was deemed to vacate office and ceased to have authority to act for the company. The company-law scheme vested power to institute or defend proceedings in the liquidator alone, subject to the court's sanction. A managing director or managing agent could not independently file or continue an appeal on the company's behalf after the winding-up order. The preliminary objection was therefore sustained, and the appeal was held not maintainable by those former management officers.

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Issues: Whether, after an order for winding up of the company and appointment of the official liquidator, the managing director or managing agent remained competent to file and continue the appeal on behalf of the company.

Analysis: The relevant company-law provisions were treated as controlling the answer to the preliminary objection. On commencement of winding up, the managing agent was deemed to vacate office, and upon the winding-up order the liquidator alone was empowered to institute or defend legal proceedings in the name and on behalf of the company, subject to the court's sanction. The argument that the managing director or agent could continue to act independently of the liquidator was rejected because the statutory scheme displaced that authority once winding up had commenced.

Conclusion: The preliminary objection was sustained and the managing director or agent was held not competent to maintain the appeal on behalf of the company.

Ratio Decidendi: Upon commencement of winding up and appointment of the liquidator, the authority to conduct legal proceedings on behalf of the company vests in the liquidator, and the managing agent or managing director ceases to have competence to file or continue the proceedings.

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