REGISTRAR OF COMPANIES Vs. ROWE PAL

JUDGEMENT

(1.) THE Berhampur Electric Supply Corporation Ltd. (opposite party No. 2) having its registered office at Berhampur was incorporated as a public company limited by shares. Opposite parties Nos. 3 to 8 are the directors of the company. By a special resolution passed on August 16, 1962, the company was put to members' voluntary winding -up and Shri Y. Chalapati Rau, opposite party -No. 3 and one of the directors of the company, was appointed as voluntary liquidator. He subsequently resigned and the resignation was accepted by another resolution, dated November 16, 1964, and M/s. Rowe and Pal, a firm of Chartered Accountants (opposite party No. 1), was appointed as the liquidator. In the present application filed by the Registrar of Companies under Section 515(3) of the Companies Act, 1956 (Act 1 of 1956) (hereinafter to be referred to as " the Act "), it is contended that the appointment of M/s. Rowe and Pal as liquidator of the company is illegal and is done in contravention of the provisions of Section 502 read with Section 513 of the Act. It is, therefore, prayed that opposite party No. 1 be removed under Section 515(2) of the Act and the official liquidator attached to this court be appointed as liquidator of the company.

(2.) C . Raghunatham, one of the two partners of the firm of Rowe and Pal, has filed a counter affidavit stating that M/s. Rowe and Pal is a partnership firm and is not a body corporate and that, consequently, the appointment of the firm as the liquidator has not violated Section 502 read with Section 513 of the Act.

(3.) CORPORATIONS are divided into two classes, namely, (1) corporations aggregate, and (2) corporations sole. We are not concerned in the present case with " corporations sole ".. A corporation aggregate has been defined as a collection of individuals united into one body under a special denomination, having perpetual succession under an artificial form, and vested by the policy of the law with the capacity of acting in several respects as an individual, particularly of taking and granting property, of contracting obligations and of suing and being sued, of enjoying privileges and immunities in common, and of exercising a variety of political rights, more or less extensive, according to the design of its institution, or the powers conferred upon it, either at the time of its creation or at any subsequent period of its existence. (See Halsbury's Laws of England, 3rd edition, volume 9, page 4).