A. A. DAVE, J. ( 1 ) THIS appeal is directed against the order of the learned District Judge Baroda rejecting the application made by the applicants for granting relief fore the default under sec. 244 (b) (7) read with sec. 281 of the Indian Companies Act 1913 hereinafter referred to as the old Act. ( 2 ) THE facts giving rise to this appeal briefly stated are as under. The Baroda Batteries Limited which was registered as a Company under the Indian Companies Act was ordered to be wound up under the supervision of the court before the Indian Companies Act 1956 (hereinafter referred to as the New Act) came into force. M/s. S. S. Tambe and C. K. Patel practising Advocates in Baroda Courts were appointed Official Liquidators. In the statement of accounts submitted for the year 1962-63 to the Registrar of Companies it was found that Rs. 892-73 were lying on hand of the Official Liquidators. According to the Registrar this amount being in excess of Rs. 500. 00 the Liquidators had contravened the provisions of sec. 244 (a) of the old Act. He therefore demanded penalty interest at the rate of 20% from 31-3-1963 to 17-1-1964 from the Liquidators. The Registrar of Companies also alleged that a breach of the provisions under sec. 244 (B) of the old Act was committed by the Liquidators inasmuch as unclaimed amount of dividend amounting to Rs. 952-84 was not deposited by them in the Reserve Bank of India. According to the Registrar the aforesaid sum of Rs. 952-84 should have been deposited by the Liquidators immediately after expiry of six months from 20-2-1961 that is after 20-8-1961 according to sec. 244 (B) of the old Act and therefore under sub-sec. (7) of sec. 244b of the old Act the liquidators had become liable to pay penal interest on the aforesaid sum from 21-8-1961 to 17-1-1964 at the rate of 20% per annum. The applicants therefore preferred an application under sec. 281 of the old Act for relieving them from the penalty imposed by the Registrar of Companies. The grounds stated in the application inter alia were that the Liquidators were not conversant with the correct position in law and that on many occasions their own money was spent for the purpose of winding up of the company. It was pointed out by them that under sec. The grounds stated in the application inter alia were that the Liquidators were not conversant with the correct position in law and that on many occasions their own money was spent for the purpose of winding up of the company. It was pointed out by them that under sec. 244-A of the old Act the liquidators were required to pay money received by them into the schedule bank as defined in clause (c) of sec. 2 of the Reserve Bank of India Act 1924 Their contention was that the amount of Rs. 892-73 was kept by them on hand because they had to pay Rs. 700. 00 to M/s. Vakil Shah and company the auditors and Mr. P. H. Thakore the accountant. As they could not obtain the order of the court the money had remained with them. However they slated that they had also spent money form their own pocket which would be clear that in all they had spent about Rs. 1000. 00 which they got back from the company after a very long time without any interest. They also contended that though by an order of the court they were entitled to-a remuneration of Rs. 488. 00 since the company had no balance they could receive only Rs. 280. 00 towards their remuneration. They stated that they paid Rs. 15. 00 to the Registrar of Companies as filing fee from their own pocket. They therefore contended that by returning the balance they had not made any profit out of the aforesaid amount and they had not committed any breach of the provisions of sec. 244-A of the old Act and if at all they had committed the breach it should be condoned. ( 3 ) SO far as the second objection raised by the Registrar about the amount of unclaimed dividend not being deposited in the Reserve Bank within six months after the expiry of six months from 20-2-1961 they stated that they were under the bona fide impression of law that the amount of unclaimed dividend had to be deposited at the time of disso- lution of the company. They had tried their best for a long to trace and contact the creditors or claimants under the directions of the court to make their dues available to them. They had tried their best for a long to trace and contact the creditors or claimants under the directions of the court to make their dues available to them. They admitted that they have acted wrongly but they contended that they had acted honestly and reasonably in both the matters complained of. Notice was issued to the Registrar of Companies who resisted the said application. It was contended by the Registrar that the old Act was repealed and therefore sec. 281 of the old Act does not survive and the application given by the applicants under sec. 281 of the old Act was misconceived and not tenable in law. In the alternative it was urged that assuming that sec. 281 of the old Act applied no relief under that section should be granted to the liquidators because the Official liquidator cannot be said to be the officer of the company and therefore no relief should be granted. The learned Judge accepted the contentions of the applicants so far as retention of the amount in their hands and condoned breach of the provisions of sec. 244-A of the old Act. The learned Judge however with regard to the breach committed under sec. 244 of the old Act came to the conclusion that the official liquidator was not the officer of the company and therefore sec. 281 of the old Act under which they claimed relief would not apply. The learned Judge therefore dismissed the application so far as relief for default under sec. 244 of the Old Act was concerned. Against that order rejecting the relief for default under sec. 344 B (7) of the old Act the Liquidators have preferred the present appeal. ( 4 ) MR. C. K. Patel one of the official liquidators submitted that in the instant case the learned Judge below was clearly in error in holding that the liquidator was not an officer of the company. He urged that for all practical purposes after the company was ordered to be wound up the liquidators represented the company and acted for and on behalf of the company. The liquidators therefore would be the officers of the company thought they had to work under the supervision of the court. Under such circumstances Mr. patel urged that sec. He urged that for all practical purposes after the company was ordered to be wound up the liquidators represented the company and acted for and on behalf of the company. The liquidators therefore would be the officers of the company thought they had to work under the supervision of the court. Under such circumstances Mr. patel urged that sec. 281 of the old Act 1913 would apply and it was within the powers of the court to grant adequate relief as prayed for In support of his submissions he referred to the case of Alexander Thomson Montagonery v. The Registrar of Joint Stock Companies West bengal 1955 (II) Calcutta 439. ( 5 ) MR. M. B. Shah learned Assistant Government Pleader who appeared on behalf of the Registrar of Companies on the other hand urged that the official liquidator could never be said to be an officer of the company. he was not appointed by the company nor was he under any control of the company. Mr. Shah urged that the official liquidator was appointed by the court and was required to work under the supervision of the court. He was therefore an officer of the court and not an officer of the company. He referred to the definition of the officer of the company as given in sec. 2 (11) of the old Act and urged that the legislature did not intend to include a liquidator in the categories of persons described as officers of the company. He also adopted the arguments advanced on behalf of the Registrar of Companies that sec. 281 of the old Act being repealed no relief could be granted to the applicants under the provision os that section. ( 6 ) IT may be noted at the outset that once a company is taken into liquidation whether that liquidation be voluntary compulsory or under the supervision of the court the liquidator appointed to carry out the purpose of liquidation represents the company during the liquidation procedings and acts for and on behalf of the company. It is immaterial whether the liquidation is voluntary or is carried on under the supervision of the court. The powers of the liquidator in the ordinary winding up or in the compulsory winding up would be the same. It is immaterial whether the liquidation is voluntary or is carried on under the supervision of the court. The powers of the liquidator in the ordinary winding up or in the compulsory winding up would be the same. the moment the company is ordered to be would up and a liquidator is appointed to carry on the liquidation proceedings all the powers of the managing agent or Directors of the company would come to an end and it is the liquidator who would look after the affairs of the company for the purpose of winding it up. It is therefore difficult to agree with the submission made by Mr. Shah learned Assistant Government Pleader that the liquidator is not an officer of the company and that he is an officer of the court. No doubt the liquidator appointed by the court would be an officer of the court. He has to carry on liquidation proceedings under the supervision of the court. All the same the fact remains that the liquidator while dealing with the liquidation proceedings represents the company which does not lose its identity as a company till it is dissolved. The liquidator alone can act for and on behalf of the company. In my opinion therefore the liquidator can be said to be an officer of the company though not specifically mentioned in sec. 2 (11) of the old Act or sec. 2 (30) of the new Act 1956 In the Calcutta case referred to by the learned Advocate for the applicants Alexander Thomson Montagonery (supra) the Calcutta High Court held that sec. 281 (2) applied to a default under sec. 244-B (7) of the Act. However from the perusal of the judgment it transpires that the Registrar of the Companies there had conceded that sec. 281 (2) would apply with the result that the official liquidator was considered to be an officer of the company. Mr. Shah therefore urged that the Calcutta decision cannot be said to be laying down a proposition of law. It merely held that the provisions of sec. 281 (2) applied in view of the concession made by the Registrar. It is true that the Calcutta High Court applied the provisions of sec. 281 (2) of the Act because there was no dispute about it. It merely held that the provisions of sec. 281 (2) applied in view of the concession made by the Registrar. It is true that the Calcutta High Court applied the provisions of sec. 281 (2) of the Act because there was no dispute about it. But in view of the fact that no dispute was raised by the Registrar of the Companies to the effect that the liquidator cannot be said to be an officer of the company and consequently the provisions of sec. 281 (2) did not apply it was not necessary for the court to independently hold that sec. 281 (2) would not apply. The fact remains that the Calcutta High (Court did apply sec. 281 (2) and condoned the penalty for default under sec. 244-B of the Act. This point is very succinctly dealt with by the Kerala High Court in the case of P. C. Pothen Liquidator of the Common Wealth Bank Ltd. in liquidation reported in I. L. R. Kerala Series 1966 (1) page 1 wherein it was held both from the plain meaning of the term officer of the company and from the scope and intendment of sec. 633 a liquidator is an officer of the company within the meaning of that section The definition in sec. 2 (3) is an inclusive definition so that if according to the ordinary meaning of the term a liquidator can be regarded as an officer of the company the definition cannot have the effect of excluding him. Construing the term officer of a company in its natural sense the liquidator of a company is an officer of the company even if it be that in the case of an Official Liquidator or a Court Liquidator he is at the same time an officer of the court. A company does not cease to exist when it goes into liquidation. That happens only when it is dissolved. Meanwhile the person who acts for and on behalf of the company is the liquidator. That a liquidator is an officer can scarcely be doubted and that being so it would not be doing any violence to language to say that he is an officer of the company. With great respect I am in entire agreement with the observations made by the Kerala High Court. Similarly in the case of Official Liquidator. That a liquidator is an officer can scarcely be doubted and that being so it would not be doing any violence to language to say that he is an officer of the company. With great respect I am in entire agreement with the observations made by the Kerala High Court. Similarly in the case of Official Liquidator. Mysore Spun Silk Mills Ltd. v. Commissioner of Income tax Bangalore reported in Company Cases Vol. 41 1971 page 226 it was observed even after a winding up order is passed the company continues to be a persons within the meaning of sec. 4 of the Income tax Act and therefore any receipt of income in the course of the winding up which would attract liability to income tax under its appropriate provisions would be liable to income tax The liquidator on an order for winding up being made becomes the principal officer of the company within the meaning of sec. 2 (35) (a) of the Income tax Act 1961 a company judge has power to require the liquidator to file returns before the income tax officer. The legal position of the liquidator whether he is a liquidator appointed in a voluntary winding up or under the compulsory winding up by orders of the court is the same. The liquidator is an officer of the court employed for the purpose of winding up of the affairs of the company in liquidation. The company on the making of an order of compulsory winding up does not cease to have its corporate existence. During the course of the winding up the company is represented by the liquidator who functions as its agent for the purpose of winding up one of the duties of the court is to see that the liabilities of the company are properly met in accordance with the provisions of the law and the liability to income tax is one of such liabilities. It will thus be seen as observed by the Calcutta Kerala and Mysore High Courts that the liquidator of the company in liquidation is considered whether he is a liquidator appointed under an ordinary winding up or appointed by the court under compulsory winding up or under the supervision of the court. The represents the company for all practical purposes after the winding up order is passed. The represents the company for all practical purposes after the winding up order is passed. As observed earlier the company does not cease to be a legal entity merely because winding up order is passed. The company would cease only when the final order of dissolution is passed. Therefore so long as the liquidation proceedings are going on the liquidator is the only person who can represent the company in its dealings and also would act for and on behalf of the company with regard to the liquidation proceedings. It is therefore too much to say that the liquidator cannot be said to be an officer of the company though he would represent the company for all legal and practical purposes. In my opinion the learned trial Judge had taken a very narrow view of the definition of the officer of the company as given in sec. 2 (30) of the New Act. Is is an inclusive definition and merely because in the inclusive definition the name of the liquidator is not mentioned it cannot be said that he is not an officer of the company if in normal course the liquidator could be considered as an officer of the company for all practical and legal purposes. He is the only person who acts for and on behalf of the company during the liquidation proceedings. Therefore with respect I entirely agree with the observations made by the above High Courts that the liquidator is an officer of the company. Thus if the liquidator is held to be an officer of the company sec. 281 (2) of the old Act would come into play and it would be open to the court to give relief for default under sec. 244 (7) of the old Act. ( 7 ) MR. Shah however referred to the case of Nandlal More v. Ramchandriram Mirchandani and others reported in A. I. R. 1968 Bombay 208 wherein it was observed The definition of officer in sec. 2 (30) is merely an inclusive definition and creates a fiction for deeming a partner an officerbut there is no justification to carry that fiction still further and hold although it is not so specifically provided that every partner of a firm of managing agents is himself a managing agent of the company within the meaning of sec. 2 (25 ). Further the word firm is not used in sec. 2 (25 ). Further the word firm is not used in sec. 2 (25) unnecessarily or redundantly. The presence of the word firm indicates that when a partnership firm is a managing agent every partner of that firm separately is not intended to be treated as a managing agent of the company. If the legislature intends that for the purposes of disqualification in sec. 261 (1) every partner of a firm of managing agents should himself be treated as a managing agent the Legislature should make suitable amendments to effectuate that intention. I fail to understand how this ruling will support Mr. Shah in his submission that the liquidator would not be an officer of the company. On the contrary as observed by the Bombay High Court the definition of an officer in sec. 2 (30) is merely an inclusive definition and creates a fiction for deeming a partner an officer. Therefore even a partner of a firm would be deemed to be an officer of the company for the purpose of sec. 2 (30) of the Act. The Bombay High Court negatived the contention that every partner of the firm of managing agents would be disqualified for the purpose of sec. 261 (1) because under sec. 2 (25) the firm cumulatively was held liable and not each partner of the firm. In the light of the definition given in sec. 2 (25) the court interpreted the liability of the partner of the firm for the purpose of sec. 261 (1) of the new Act. The Bombay High Court was not called upon to consider the question whether a liquidator was an officer of the company or not. In my opinion the ratio of this case cannot help in understanding the question which has arisen in the instant case. ( 8 ) LASTLY it was urged by Mr. Shah that sec. 281 (2) was repealed and therefore the provisions of that section cannot help the applicants. In my opinion the submissions made by Mr. Shah are devoid of any merit. The applicants are held liable for default of sec. 244-B (7) of the old Act. Under the old sec. 281 it was open to the court to grant suitable relief if the court was of the view that the liquidators had committed bona fide mistake and had not made any personal profit out of their error. The applicants are held liable for default of sec. 244-B (7) of the old Act. Under the old sec. 281 it was open to the court to grant suitable relief if the court was of the view that the liquidators had committed bona fide mistake and had not made any personal profit out of their error. The Registrar of the Companies wants to hold the applicants liable under the provisions of the old Act. The old Act admittedly has been repealed but sec. 641 of the New Act says that for the purpose of liquidation proceedings which had started prior to coming into force of the new Act the old Act will be deemed to be continued in force as if the new Act had not been passed. Thus all the provisions of the old Act would be applicable to the liquidation proceedings which had started prior to coming into force of the new Act. In my opinion therefore sec. 281 of the old Act would be applicable and it would be open to the court to grant suitable relief as prayed for. That apart under the new Act also sec. 633 is a counter-part of the old sec. 281. Under the new section the court has been given a power to give suitable relief in case of bona fide breach committed by the liquidators. In the case of P. C. Pothen (supra) therefore it was observed as under while interpreting sec. 633 of the Act :now so far as Payment of interest is concerned what that clause does is to declare the liability of the liquidator to pay interest it makes no special provision for the enforcement of the liability. It is not as if there is an automatic order for recovery against the liquidator by reason of the clause and hence it is to be assumed that the liability is to be enforced and recovery effected in the normal course by a proceeding either in the court or in the ordinary courts. That being so I should think that recovery by any such proceeding would be something falling within the scope of sub-sec. (2) of sec. 633 and in respect of which this court is competent to grant relief. In my opinion the court is competent to grant relief under sec. 281 of the old Act and even under the provisions of sec. 633 of the new Act. (2) of sec. 633 and in respect of which this court is competent to grant relief. In my opinion the court is competent to grant relief under sec. 281 of the old Act and even under the provisions of sec. 633 of the new Act. The evidence clearly shows that the liquidators through a bona fide error of law had not deposited the said amount in the Reserve Bank. But they had kept the said amount in the schedule bank. It is thus clear that the liquidators had not obtained any undue gain or advantage for themselves by not depositing the amount in the Reserve Bank within the prescribed period. The evidence shows that the funds of the company in liquidation were so scanty that even the liquidators could not be paid their remuneration in full. Out of Rs. 480. 00 which they were entitled to receive towards their remuneration they were paid Rs. 280. 00 only. The liquidators had also to pay Rs. 15. 00 out of their pocket for filing of final report with the Registrar of Companies. The evidence also shows that from time to time the liquidators had spent Rs. 1 0 from their pocket which they with great difficulty were able to recover from the funds of the company. Under such circumstances the learned Judge below was not right in not exercising his discretion under sec. 281 of the old Act or sec. 633 of the new Act to grant suitable relief to the applicants for the breach committed under sec. 244-B (7) of the old Act. ( 9 ) FOR these reasons in my opinion it is not necessary to charge any penal interest or any penalty under the said section. The order passed by the learned Judge rejecting the relief for default therefore deserves to be set aside. ( 10 ) IN the result I pass the following order:the appeal is allowed. The application given by the Official liquidators for granting relief for default under sec. 244-B (7) of the old Act is granted and it is ordered that no penal interest or any penalty prescribed under that section should be levied from them. In view of the facts of this case there will be no order as to costs of this appeal. Appeal allowed. .