Restoration of struck-off companies cannot preserve inconsistent claims, and may be refused absent real grievance or practical benefit.

On restoration of a struck-off company under section 353(6) of the Companies Act 1948, the court's directions power is limited to giving effect to the statutory fiction that the company is deemed to have continued in existence. It cannot be used to insert a clause preserving claims or remedies against persons who incurred liabilities during the period of striking off, because that would negate the fiction rather than support it. Restoration may also be refused where the applicant shows no real grievance or practical utility; here, insolvency, minimal assets, and no realistic benefit to the company or creditors justified refusal.

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Issues: (i) Whether, on restoration of a company to the register under section 353(6) of the Companies Act, 1948, the court can insert a clause preserving remedies against persons who incurred liabilities while the company was struck off. (ii) Whether the company should in any event be restored to the register on the facts.

Issue (i): Whether, on restoration of a company to the register under section 353(6) of the Companies Act, 1948, the court can insert a clause preserving remedies against persons who incurred liabilities while the company was struck off.

Analysis: The statutory consequence of restoration is that the company is deemed to have continued in existence as if it had never been struck off. The permissive power to give directions or make provisions is confined to placing the company and other persons as nearly as may be in the position they would have occupied had the striking off not occurred. A clause preserving claims that arose during the period of dissolution would negative, rather than support, the statutory fiction. The power therefore does not extend to inserting such a clause.

Conclusion: The court had no power to insert the requested clause, and the request was rejected.

Issue (ii): Whether the company should in any event be restored to the register on the facts.

Analysis: Restoration is available only where the applicant shows a real grievance and grounds for exercising the statutory power. On the facts, the company was insolvent, the available assets were minimal, the likely liabilities and costs exceeded any possible benefit, and no real prejudice from the striking off was shown. There was no realistic prospect that restoration would achieve any practical benefit for the company or its creditors.

Conclusion: Restoration was refused.

Final Conclusion: The court held that the discretionary power under section 353(6) could not be used to defeat the statutory fiction of continued existence, and that there was no sufficient basis for restoring the company to the register.

Ratio Decidendi: The power to make directions on restoration of a struck-off company is limited to giving effect to the statutory fiction of continued existence and cannot be used to negate that fiction or to preserve rights inconsistent with it; restoration may be refused where no substantial grievance or practical utility is shown.

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