Strict two-year limit under company law bars declaration voiding dissolution once the court's power has expired.

Section 559 of the Companies Act, 1956 was construed as imposing a strict two-year limit on the court's power to declare a company's dissolution void, not merely a deadline for filing the application. The wording was contrasted with section 560(6), which expressly speaks to the making of an application, showing that Parliament used different language for different legal effects. On the facts, the request was made after expiry of the two-year period, and the dissolution had followed an amalgamation under which assets and liabilities had already been transferred, leaving no undistributed assets to recover. The court therefore lacked jurisdiction to grant the declaration, and the petition was dismissed as time-barred and of no practical utility.

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Issues: Whether an application under section 559 of the Companies Act, 1956, to declare the dissolution of a company void must be decided within two years of the date of dissolution, and whether the application in the present case was barred and without practical utility.

Analysis: The two-year period in section 559 was construed as a limitation on the court's power to make the order declaring dissolution void, not merely a limit on filing the application. The wording of section 559 was contrasted with section 560(6) of the same Act, where the limitation is expressly for making the application, showing that Parliament used different language for different consequences. The application was also found, on the facts, to have been made beyond two years from the date of dissolution when notice to the Central Government and the Registrar of Companies is taken into account. The dissolution had followed an amalgamation by which all assets and liabilities had already been transferred, and there were no undistributed assets left to be recovered.

Conclusion: The court had no jurisdiction to grant the declaration after expiry of the two-year period, and the application was time-barred in any event. The relief was also found to serve no practical purpose. The petition was therefore dismissed.

Final Conclusion: The decision establishes that the power under section 559 to declare a company's dissolution void is circumscribed by a strict two-year limit and cannot be exercised once that period has expired.

Ratio Decidendi: Where a statute fixes a time limit for the court to exercise a power, the order cannot be made after the prescribed period, and a different statutory formulation is required to treat the limit as one for filing the application instead.

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