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AI Drafter - (New and Powerful) ✕ Generate professional replies, appeals, opinions to Show Cause Notices, assessment orders, audit objections, and other legal communications using TaxTMI's AI Drafter.
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Issues: Whether the final winding-up meeting and registration under section 290 of the Companies Act, 1948 were effective where the liquidator had, so far as he knew, discharged all liabilities, and whether the court had jurisdiction to set aside the dissolution after the statutory period had expired.
Analysis: The section was construed pragmatically. It did not require that the company's affairs must in fact have been fully wound up in every respect; it was sufficient that they had been wound up so far as the liquidator was aware. On the facts, the liquidator had made his final account after dealing with the affairs of the company to the best of his knowledge, and a further liability emerged only later because of postal delay. The final meeting was therefore duly held and the registration was effective under section 290(4). In the absence of any allegation of fraud, the court could not go behind the dissolution, and the motion was also outside the two-year limit.
Conclusion: The registration was valid, the dissolution had become effective, and the court had no jurisdiction to grant the relief sought.
Final Conclusion: The application failed because the old company had already been validly dissolved and the statutory time limit had expired, leaving no jurisdiction to interfere.
Ratio Decidendi: For the purposes of section 290, a company is treated as duly wound up when the liquidator has done all he can and has discharged liabilities so far as he is aware; absent fraud, the dissolution cannot be impeached after effective registration.
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