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Companies Law - High Court - Case Laws
Showing 9021 to 9040 of 9927 Records
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1961 (4) TMI 45
Winding up - Preferential payments ... ... ... ... ..... lauses Act. If really the Board is a local authority as defined in the General Clauses Act there was absolutely no need for the Legislature to enact sub-section (3) of section 3 of the Mysore Housing Board Act, 1955, and mention in it that the Board shall be deemed to be a local authority for the purpose of certain acts. It is by legal fiction that the Board is treated as a local authority for the purpose of the Mysore Housing Board Act, 1955, and the Mysore Land Acquisition Act, 1894, and it means that it is not a local authority for any other purposes. The claim of the Board is, therefore, clearly untenable. In the result, therefore, for the reasons stated above the claim of the respondents for preferential payments cannot be allowed to stand. The official liquidator is permitted to rectify the mistake in his report and expunge the names of the respondents from the list of secured creditors and add them to the list of unsecured creditors. There will be no order as to costs.
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1961 (4) TMI 44
Winding up – Power of court to assess damages against delinquent directors, etc. ... ... ... ... ..... consequences of the expiry of a temporary statute were different from the repeal of a statute, to persuade me to a different view. So far as I can see, the several heads of claim in the application fall broadly under two classes, in some cases under both. One class is based on the contractual liability of the directors. In respect of this, by reason of section 45-O there is no bar of time at all and the liquidator may take separate steps for recovery either by way of suit or by way of a claim under section 45D of the Banking Companies Act. The other class is based on the misfeasance and the claims thereunder can lie only in respect of acts committed within the twelve years preceding the presentation of this application, that is after May 21, 1946. I direct the liquidator to file a statement showing clearly which are the acts of misfeasance committed on and after this date and which of the respondents are liable in respect of them. This statement he will file by July 12, 1961.
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1961 (4) TMI 22
Company – Service of documents on members by and Shares – Power, to discount ... ... ... ... ..... it is found that the resolution, No. 4, of April 30, 1953, does not make a valid, call and yet these three appellants have been held to be bound by the call made under that resolution. If this is an inconsistency, it is only a seeming inconsistency for the defect in the call which is available to others is not available to these three appellants for they were parties to the resolution and are estopped from relying upon this defect to escape liability. The learned counsel then says that there is a distinction between what is due and what is presently due and he points out that in the case of these appellants the call cannot be said to be presently due but that is exactly with what I do not agree for as they are estopped from questioning the propriety of the call so under the resolutions the demand of the call is a present demand from them. In the result the appeals of Major Teja Singh and Gurinder Singh appellants are accepted. Counsel s fee in each appeal is fixed at Rs. 60.
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1961 (3) TMI 31
Meeting and proceedings – Restriction on exercise of voting rights of members who have not paid calls, Etc., Ordinary and special resolutions, Oppression and Mismanagement
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1961 (3) TMI 30
Payments of certain debts out of assets subject to floating charge in priority to claims under the charge and Charges – Registration of
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1961 (3) TMI 29
Registrar to send copy of account to the auditor ... ... ... ... ..... e assets of the Company. It is to be seen that in England no rules have been framed relating to the procedure of audit at the instance of the Board of Trade. In the English Act sub-section (3) of section 249 merely provides that the Board of Trade shall cause the account to be audited. In the Companies Act of 1956, the language is stronger. Sub-section (3) of section 462 lays down that the court shall cause the account to be audited in such manner as it thinks fit. As I have come to the conclusion that rules 301 to 304 are of no effect so far as winding up by the court is concerned, I direct the Assistant Registrar (Company) to submit to me a report on the procedure to be adopted by this court in causing the account of the liquidator to be audited within three weeks from the date whereupon I propose to give administrative directions in the matter. ------------------------- An appeal No. 129 of 1961 against the above judgment was dismissed on the ground of non-maintainability.
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1961 (2) TMI 98
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... ... ..... ll probability they have not complied with the provisions of section 417 (1) and (2) and that that is the reason why a clear affidavit could not be filed by them. Unfortunately, the complainant did not base his complaint in the instant case upon a breach of the provisions of section 417, sub-section (1) or (2); but he limited himself to a breach of section 419, read with section 420, of the Indian Companies Act. Nothing that has been stated in this order will therefore bar the complainant from any further remedy that he may choose to seek. Subject to what we have stated above the appeal fails and is dismissed. (18) Mr. Khambatta at this stage points out to us that a civil suit has already been filed by his client against the company for wrongful dismissal and in fairness to both the parties to this appeal, we would like to make it clear that nothing that has been stated in the course of the judgment in this appeal shall affect the disposal of that suit. (19) Appeal dismissed.
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1961 (2) TMI 97
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... ... ..... ll probability they have not complied with the provisions of section 417 (1) and (2) and that that is the reason why a clear affidavit could not be filed by them. Unfortunately, the complainant did not base his complaint in the instant case upon a breach of the provisions of section 417, sub-section (1) or (2); but he limited himself to a breach of section 419, read with section 420, of the Indian Companies Act. Nothing that has been stated in this order will therefore bar the complainant from any further remedy that he may choose to seek. Subject to what we have stated above the appeal fails and is dismissed. (18) Mr. Khambatta at this stage points out to us that a civil suit has already been filed by his client against the company for wrongful dismissal and in fairness to both the parties to this appeal, we would like to make it clear that nothing that has been stated in the course of the judgment in this appeal shall affect the disposal of that suit. (19) Appeal dismissed.
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1961 (2) TMI 36
Winding up – Settlement of list of contributories and application of assets ... ... ... ... ..... ear without going through the formalities prescribed by the rules relating to the settlement of the list of contributories, that would be the sort of case in which the court could properly dispense with the settlement of the list under section 257 (1), but it should not do so, in my view, in the case of a company with a large number of shares held widely by a large number of shareholders. Indeed, one of the things which the liquidator might discover when settling the list of contributories would be that a number of those shareholders were dead so that he would have to discover who were their personal representatives before he could satisfy the court to whom he should make payment. Those are the kind of matters which the settlement of the list of contributories is calculated among other things to elucidate. Accordingly, I think that this is not a case in which the court should dispense with the settlement of the list, and the matter should proceed in accordance with the rules.
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1961 (2) TMI 35
Winding up - Preferential payments ... ... ... ... ..... nsolvency. The decision of the income-tax authorities, therefore, that the amount of Rs. 1,460-1-0 was available for being set off under the provisions of section 49E of the Income-tax Act is clearly erroneous and unsustainable. Since, in our opinion, the view that the income-tax authorities have taken is not possible on the material and relevant provisions of law, there is an error apparent on the face of the record in the decision of the income-tax authorities, and the petitioner, therefore, is entitled to a writ under article 226 of the Constitution. We will accordingly set aside the orders passed by the Department in so far as they set off the amount of the refund towards the tax remaining payable, and direct the third respondent to deal with and dispose of the claim of the petitioner for the refund and pass appropriate orders in respect of the said amount of refund under the provisions of section 48 of the Income-tax Act. The rule is accordingly made absolute with costs.
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1961 (2) TMI 34
Winding up - Power of registrar to strike defunct company off register ... ... ... ... ..... the company was struck off the register, the very long period since the year 1940 when there was last any effective control by directors, the fact that the register of the company has been destroyed and that, as I am told, the shareholders of the company consist in the main of a very large number of small shareholders residing in France and that the latest records of their identity and their addresses is now over 20 years old, the court ought, in my judgment, to require more cogent evidence that some really substantial benefit would accrue to members and creditors of the company from the restoration of the company s name to the register than I have before me in the present case. Therefore, even if I were wrong on my first ground, in the present case I should be inclined to regard this as a case in which I ought not to exercise my discretion under section 353 (6) to restore the company s name to the register. Accordingly, I take the view that this petition should be dismissed.
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1961 (2) TMI 33
Compromise and arrangement ... ... ... ... ..... er section 126, of the Act, for a pending bankruptcy hellip hellip hellip . In view of this, I am not persuaded by this argument of the learned counsel for the bank, that the scheme of arrangement should be treated as a species of liquidation. I am, therefore, satisfied that this court has jurisdiction to entertain the petition and to pass appropriate orders in view of the provisions of section 392 of the Companies Act read with section 391. It is hardly necessary to point out that even if jurisdiction vested in the subordinate courts, this court had in exercise of its extraordinary civil jurisdiction the power to transfer proceedings pending in a court subordinate to it vide Peoples Insurance Company Limited v. Sardar Sardul Singh Caveeshar AIR 1961 PUNJ. 87. For the reasons stated above, I do not find any force in the objections of the respondents which cannot be entertained. These three cases will now proceed on their merits. Evidence shall be recorded on 21st April, 1961.
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1961 (2) TMI 32
Kinds of share capital - Two kinds of share capital ... ... ... ... ..... ing to voting rights. Neither counsel before me really sought to argue that question 5 of the originating summons ought not to be answered in the sense of paragraph (a). The increase of the ordinary shareholders voting rights resulting from the subdivision of their shares did not alter the rights attached to the preference shares, although it decreased their effectiveness. The increase of the preference shareholders voting rights effected in 1911 did not deprive the preference shareholders of any existing right it conferred additional rights on them. Consequently, in my judgment, it did not vary or abrogate any right conferred on the preference shareholders by the memorandum of association it reinforced such rights. Similarly, the increase in the ordinary shareholders voting rights which was effected at the same time did not deprive them of any rights but conferred additional rights. In these circumstances I will make a declaration in the terms of paragraph (a) of question 5.
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1961 (1) TMI 92
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... ... ..... ined to include a large class of persons who could not under ordinary circumstances have been brought within it. Can there be then any justification, where the managing agent happens to be a firm for excluding the associate of a partner although both in law and in fact the partner exercises all and every power that the firm could exercise? Exclusion would rather be strange. I do not see any injustice in applying the general principle. In view of the other provisions of the Act and having regard to the objects of the Act in general and of Section 261 in particular I am inclined to accept Mr. Gupte's argument, that each of the partners must be regarded a managing agent and if that is so it cannot be argued that defendant No. 2 is not an associate of B. M. And Co., under clause (d) of subsection (3) Section 2 of the Companies Act, total number of members being only twenty-three. (The rest of the judgment is not material for the purposes of this report). (23) Appeal allowed.
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1961 (1) TMI 74
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... ... ..... am's Government is a corporation. 17. It is also suggested on behalf of the appellant that this Trust Fund is a Commercial Concern created by the Firman issued by H. E. H. the Nizam. We are unable to accept this suggestion for the reason that there is no material to warrant such an inference. 18. In our opinion, the Industrial Trust Fund, H. E. H. Nizam's Government is not a corporation. The Government set apart a particular amount of money for being used for specified purposes and made rules for its control and utilised and it is a department of the Government and the persons in management as per the rules are merely agents or servants of the Government. It follows that any claim made by the petitioner in the O. P. who is the State of Andhra Pradesh, is governed by Article 149 of the First Schedule to the Indian Limitation Act 1908 and is not barred by limitation. 19. No other question is argued before us. In the result, the appeal fails and is dismissed with costs.
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1961 (1) TMI 51
Winding up - Company when deemed unable to pay its debts ... ... ... ... ..... he dicta expressed in these rulings, I am tempted to observe as Richardson J. did in Oriental Navigation Co. Ltd. v. Bhanaram Agarwalla Given a reasonable amount of goodwill and commonsense and if factious disputes are avoided, I cannot at present see why this company should not make headway. I hold that the petitioner herein has not discharged the onus that is on him to make out that it is just and equitable that the company should be wound up by court, and I dismiss the petition with costs. The receiver will, however, continue for one month from this date. Unless otherwise ordered by the appellate court on being moved in the meanwhile, the receiver will surrender the management of the company to the board of directors and hand back the books and assets belonging to the company within a week thereafter. The receiver is authorised to appropriate all his remuneration from the funds of the company in his hands and also to pay another sum of Rs. 150 to his counsel in this court.
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1961 (1) TMI 43
Company when deemed unable to pay its debts ... ... ... ... ..... nowledge of the trade in question and the local conditions where these affect the matter. As a result of the foregoing discussion, I hold that the company is unable to pay its debts that it has suspended its business for more than a year and that it is just and equitable to wind up the company. It is, therefore, ordered that the company be wound up under the provisions of the Companies Act, 1956. The official liquidator will forthwith take charge of all the property and effects of the company and cause a sealed copy of this order to be served on the company by pre-paid registered post. The petitioner shall advertise within fourteen days from this date a notice in the prescribed form of the making of this order in one issue each of the Deccan Chronicle and Urdu Milap. The petitioner shall serve a certified copy of this order on the Registrar of Companies not later than one month from this date. The costs of the petition shall be taxed and paid out of the assets of the company.
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1961 (1) TMI 34
Advertisement of petition ... ... ... ... ..... ifference between a winding up petition on the ground of inability to pay debts and a winding up petition based on disputes between shareholders. In these circumstances I am not prepared to hold that the last part of rule 96 has the restricted meaning placed on it by the respondents, but in any case there is rule 9 which does not appear to have been brought to the notice of the learned single judge and which gives the judge the widest power to disregard the rules in a suitable case where it is considered necessary for the ends of justice or to prevent abuse of the process of the court. I am, therefore, of the opinion that the advertisements of the petition should be suspended for the time being, at least until the petitions for revoking the order of admission and for the rejection of the petition on the ground that it has been filed mala fide had been disposed of. I would, therefore, accept the appeal accordingly but make no order as to costs. G. D. Khosla, CJ. mdash I agree.
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1961 (1) TMI 33
Winding up – Suits stayed on winding-up order ... ... ... ... ..... certified by the company s auditors. Wynn-Parry J., applying the principle of the decision in Ledingham rsquo s case (supra), held that the balance-sheets would not constitute a valid acknowledgment in law. At page 824, the learned judge observed as follows I must apply that reasoning to the case before me, and it therefore comes to this, that the difficulty mentioned by Maugham J. in the earlier case remains a difficulty even if all that is relied upon is a mere acknowledgement. In those circumstances, it does not appear to me possible for the applicant to rely upon these two documents as acknowledgments because two directors have signed them, having regard to the fact that over the material period he himself was interested in the loan. In our judgment exhibit A-4 signed by the appellant cannot operate as a valid acknowledgment of a debt due to himself by the company within the meaning of section 19 of the Indian Limitation Act. The appeal fails and is dismissed with costs.
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1960 (12) TMI 103
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... ... ..... who are directors also of all the other companies in the group, and who are well acquainted with the undertaking of Cable and Wireless Ltd." It is thus clear that even for the limited purpose of securing the maximum amount of compensation, it is desirable that the Company should be kept on going, so that the directors would be in a position to extract the maximum advantage out of it. 21. After giving my anxious consideration to the pros and cons of the situation. I have come to the conclusion that no case has been made out by the petitioners which will justify an order for winding up the Company. 22 The result is that the petition fails and is dismissed with cost. These costs will include costs of the petition before Shah J., as also costs in appeal from that order. They will also include costs of the notice of motion taken out by the petitioners. Costs to be taxed. Counsel certify. The undertaking given by the Company in the appeal is discharged. 23.Petition dismissed.
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