Winding-up of dissolved company maintained where statutory change preserved court power and dissolution need not be set aside first.

A winding-up petition was held maintainable against a company already struck off and dissolved, because the later statutory change in the Companies Act, 1956 preserved the court's power to order winding up notwithstanding dissolution. The appeal was treated as a continuation of the original proceedings, so the amended law could be applied. Section 647 was read as dealing with the stage after a winding-up order, not as requiring the court to apply the earlier law as a bar at the maintainability stage. Section 6 of the General Clauses Act did not assist, as no vested right was taken away and the objection was only procedural. The prior setting aside of dissolution was not treated as a necessary precondition.

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Issues: Whether a winding-up petition was maintainable against a company that had already been struck off and dissolved, and whether the later statutory change in the Companies Act, 1956 permitted the court to order winding up without first setting aside the dissolution.

Analysis: The relevant question was confined to maintainability after dissolution, not to the merits of winding up. The appeal was treated as a continuation of the original proceedings, so the change in law could be taken into account. Proviso (b) to section 560(5) of the Companies Act, 1956 was read as preserving the court's power to wind up a company notwithstanding that it had been struck off the register and dissolved. Section 647 was held to concern the stage of actual winding up after an order has already been made, and not to require the court, while deciding whether to pass a winding-up order, to apply the earlier law as a bar. Section 6 of the General Clauses Act did not assist the objection because no vested right was being taken away and the asserted difficulty was only a procedural impediment. The earlier 1913 Act was also considered, and the view was expressed that even under that Act the dissolution need not necessarily be set aside first.

Conclusion: The winding-up petition was maintainable despite prior dissolution, and the objection to jurisdiction failed.

Final Conclusion: The appeal succeeded on the maintainability question, enabling the winding-up matter to proceed for decision on merits before the appropriate court.

Ratio Decidendi: In an appeal continuation of winding-up proceedings, a statutory change that preserves the court's power to wind up a dissolved company may be applied, and prior setting aside of the dissolution is not a necessary precondition where the objection is only procedural.

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