Remedial relief for a voluntary liquidator may extend to filing defaults where conduct was honest, reasonable, and diligent.

Section 633(2) of the Companies Act, 1956 was treated as a remedial provision capable of extending to a voluntary liquidator, even though the definition of officers does not expressly include one, because a liquidator controls the company's affairs in liquidation and may need protection from liability for defaults committed honestly and reasonably. On the facts, the petitioner's default in filing accounts was viewed in the context of a dormant, assetless company and failed attempts to complete closure, and relief was considered appropriate where the conduct was bona fide and with due diligence. Pending prosecutions were not extinguished, though costs were imposed and the company was to proceed towards dissolution.

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Issues: (i) Whether a voluntary liquidator could obtain relief under section 633(2) of the Companies Act, 1956 for defaults in filing accounts. (ii) Whether, on the facts, the petitioner had acted honestly, reasonably and with due diligence so as to deserve relief from liability for the default.

Issue (i): Whether a voluntary liquidator could obtain relief under section 633(2) of the Companies Act, 1956 for defaults in filing accounts.

Analysis: Relief under section 633 is framed for officers of a company, and the statutory definition does not expressly include a liquidator. However, where a company is in liquidation, the liquidator takes over the management and control of its affairs, and the provision is remedial in character, intended to protect persons who have acted honestly and reasonably but are exposed to proceedings for default or negligence. On that basis, the section was treated as capable of extending to a voluntary liquidator.

Conclusion: The voluntary liquidator was held to be capable of seeking relief under section 633(2) of the Companies Act, 1956.

Issue (ii): Whether, on the facts, the petitioner had acted honestly, reasonably and with due diligence so as to deserve relief from liability for the default.

Analysis: The company was small, long dormant, and substantially without assets, creditors, or practical business activity. The petitioner had taken steps towards closure, including calling a final meeting, but the meeting failed for want of quorum. The continuing defaults arose largely from the petitioner's failure to appreciate the proper procedural course, rather than from dishonesty or lack of bona fides. In these circumstances, the Court treated the default as one occurring in a difficult and exceptional factual setting warranting protection. At the same time, pending prosecutions could not be nullified by the relief granted, though the Court indicated that the Registrar might consider not pressing them.

Conclusion: The petitioner was entitled to relief for the default in filing the statement of accounts, and relief was granted on payment of costs.

Final Conclusion: The petition succeeded, and the petitioner obtained protection from consequences of the specified default, with directions to proceed towards dissolution of the company and without prejudice to pending proceedings.

Ratio Decidendi: Section 633(2) is a remedial provision that may extend to a liquidator acting in control of a company in liquidation, and relief should be granted where the default occurred despite honest and reasonable conduct and due diligence.

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