Saving clause preserved court jurisdiction to revive a lapsed company memorandum alteration order on sufficient cause.

A saving clause preserving pending proceedings continued the court's jurisdiction over ancillary steps in an application to revive an order confirming alteration of a company's memorandum, despite transfer of powers under the Companies (Amendment) Act, 1974. The court held that the amended scheme did not create a lacuna or transfer to the Company Law Board power to revive the court's own order. It also applied a liberal approach to "sufficient cause", finding that misplacement of the certified copy and counsel's failure to file it after receipt justified revival of the lapsed order and extension of time for filing the requisite documents with the Registrar, subject to costs.

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Issues: (i) Whether the court retained jurisdiction to entertain an application to revive an order confirming alteration of a company's memorandum after the Companies (Amendment) Act, 1974 transferred powers under sections 17, 18 and 19 to the Company Law Board. (ii) Whether sufficient cause was shown to revive the lapsed order and extend time for filing the requisite documents with the Registrar.

Issue (i): Whether the court retained jurisdiction to entertain an application to revive an order confirming alteration of a company's memorandum after the Companies (Amendment) Act, 1974 transferred powers under sections 17, 18 and 19 to the Company Law Board.

Analysis: The saving provision in section 5(2) preserved proceedings pending before the court at the commencement of the amending Act and also preserved alterations already confirmed by the court. On that footing, the pre-amendment scheme continued to apply to pending proceedings, including the court's power to deal with filing of documents and revival of an order that had become void. The amended text could not be read so as to leave a lacuna or to transfer to the Company Law Board power to revive a court's own order.

Conclusion: The court held that it had jurisdiction to entertain and decide the revival application.

Issue (ii): Whether sufficient cause was shown to revive the lapsed order and extend time for filing the requisite documents with the Registrar.

Analysis: The documents had not been filed within the statutory period because the certified copy of the order was misplaced. The copy had been applied for within time, and the delay was attributable to the advocate's failure to file the copy after it was obtained. In the circumstances, the expression "sufficient cause" was not to be construed narrowly, especially where the underlying order had already been made after due enquiry and the default was procedural.

Conclusion: Sufficient cause was found to revive the order, and the time for filing the requisite documents was extended.

Final Conclusion: The application succeeded, the earlier order was revived, and consequential time for filing the altered memorandum documents was extended on payment of costs.

Ratio Decidendi: A saving clause preserving pending proceedings continues the court's jurisdiction over ancillary steps connected with those proceedings, and "sufficient cause" for revival of a lapsed order under the Companies Act may be construed liberally where the default is procedural and the substantive order was otherwise validly made.

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