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- 1932 (1) TMI 19 - HIGH COURT OF CALCUTTA
Winding up – Liability as contributories of present and past members and Winding up – Power of Tribunal to make calls
- 1932 (1) TMI 18 - HIGH COURT OF LAHORE
... ... ..... ompany as well as to extraneous people dealing with the company and that, therefore, the resolution was validly passed or, at any rate, cannot now to. be objected by Chaudri Janwi Narain, respondent. It may be, as contended by the learned counsel for the respondent, that Chaudhri Janwi Narain was inveigled into this fraudulent affair, and never took any real part into the business of the company. But there is nothing to show that he did not receive the various notices of the meetings etc. sent to him nor the letters appointing him director, etc. and it is too late in the day for him now to contend that, though he never took any steps whatever to repudiate the assignment of shares to him at that time, he could do so now when he is called upon to pay his share money. I, therefore, accept the appeal and hold that the respondent is a contributory and the liquidator is entitled to call upon him for the share money due. The respondent will pay the costs of the appellant throughout.
- 1931 (12) TMI 11 - HIGH COURT OF RANGOON
... ... ..... uld continue. I notice that the legal adviser was present at the last meeting. I see the Directors of the Bank at the meeting of the 22nd July, were present, was There was also present a Chartered Accountant, and it decided that instead of appointing a separate Chartered Accountant to keep an eye on the affairs of the bank a committee of four depositors should be in charge of that aspect of the management. I express no opinion whether this would be a successful scheme or not, but do say this, that it has to receive the sanction of this court. On consideration of that application the present applicants will have every opportunity of being heard, and in these difficult times, both in political and commercial affairs, I consider that it would be contrary to public policy to compulsorily wind up a substantial company of this character against which no substantial allegations of fraud have been proved before the court. For these reasons I agree that the appeal should be dismissed.
- 1931 (12) TMI 10 - IN THE CHANCERY DIVISION
... ... ..... n the terms for a second and final call of 1 section 6d. That would still have left something like IIs. 6d. callable on the B contributories, and I do not think the order was properly named a final call. It remained open to the Court, if necessary to call up more, and the liquidator might have found himself in great difficulty if after the second call he had found it necessary to call further moneys by reason of the introduction of those words and final. I think a final call means that you are purporting to extract the last possible shilling that can be obtained from the contributories, and not the final call, because when you make it you hope that it will indeed be final. But that is a matter of procedure. I think it is right that he should be able to enforce this call to level up, so far as possible mdash it may not be necessary mdash those persons with those who have not paid. Solicitors mdash Patersons, Snow and Co., for liquidator Reid Sharman and Co., for other parties.
- 1931 (11) TMI 6 - IN THE COURT OF CRIMINAL APPEAL
... ... ..... he verdict of the jury can be supported, and that this appeal must be dismissed. I intended to add, with reference to what took place after the jury had retired and asked a question of the learned Judge, that, in the opinion of the Court, the direction to the jury by the learned Judge was too favourable to the accused, and that he ought to have told them that on this third count it was sufficient if they found an intent to induce persons to subscribe or advance money to the company. As regards the appeal against sentence, we had considered this matter already, and having given the fullest consideration to everything the counsel for the appellant has now urged before us, we are quite unable to accede to the application that there should be any alteration in the sentence which has been passed. The application for leave to appeal against the sentence must also be dismissed. Solicitors mdash Holmes, Sons and Pott, for appellant. The Director of Public Prosecutions, for the Crown.
- 1931 (10) TMI 17 - HIGH COURT OF LAHORE
... ... ..... es of the company which have been proved in this case, namely certain debts alleged to be due to the managing director and on account of rent and printing charges cannot be held to be binding on the company of. In re Otto Electrical Manufacturing Co., (1906) 2 Ch. D. 390 and In re Blair Open Hearth Furnace Co. (1914) 1 Ch. D. 390 at 409. In view of the conclusions arrived at above, it is not necessary to discuss the remaining grounds urged on behalf of the contesting shareholders. The petition is accordingly dismissed. As regards costs, it was urged on behalf of the shareholders that the petitioning liquidators should be made to pay them as the company cannot be held to be legally liable. On the other hand, it is contended for the petitioner that they have acted in good faith and should not be made to suffer for the faults of others. In view of all the circumstances, I think, it will be on the whole equitable to leave the parties to bear their costs, and I direct accordingly.
- 1931 (10) TMI 16 - HIGH COURT OF BOMBAY
... ... ..... protected, inasmuch as it is not his business to see to the application of the money, it being sufficient if he paid it to the agents. I do not myself think that there is any evidence of fraud or collusion, but the appellant or his father was himself a shareholder in the company, and it was his business before he advanced the money to the managing agents ostensibly on behalf of the company, to ascertain from the memorandum and the articles of association whether the managing agents had power to borrow money on behalf of the company. The remarks in para. 6 of the learned District Judge s judgment set forth this position very clearly, and I entirely agree with them. In these circumstances, this appears to be a case in which if the true facts had been before the court, there should have been no judgment. The case falls within the principle of In re Van Laun, Ex parte Chatterton ( supra) and the order of the District Judge should be confirmed, and the appeal dismissed with costs.
- 1931 (10) TMI 15 - IN THE SIND JUDICIAL COMMISSIONER S COURT
... ... ..... Ch 467 75 LJ Ch 697 95 LT 292 13 Manson 306 22 TLR 708 In re Russell Hunting Record Co. Ltd., 1910 2 Ch. 78 79 LJ Ch. 498 103 LT 57 17 Manson 229 54 SJ 537 In re Washington Diamond Mining Co. 1893 5 Ch 95, and In re W. Blackburn and Co. 1899 2 Ch 725 68 LT Ch 764. 81 LT 520 48 WR 186 7 Manson 47, as showing that the procedure under the English Act is by summons. But it is clear that there is no provision in the Indian Companies Act for a summary method of recovering money paid by way of fraudulent preference. Section 231 merely defines what is a fraudulent preference. Section 185 has no application it refers to contributories, trustees receivers, bankers, agents or officers of the company and provides a summary remedy in respect of such persons but no summary remedy is provided in respect of a creditor to whom payment had been made by way of fraudulent preference. I would, therefore, hold that the present application does not lie. Application dismissed. No order as to costs.
- 1931 (9) TMI 6 - HIGH COURT OF BOMBAY
... ... ..... 0,000, but also the interest due thereon. If the claimants merely relied on the receipt irrespective of that agreement, they could not put forward a preferential claim both in respect of the principal and the interest. I, therefore, hold that the claimants are not entitled to preferential payment. It is common ground that the claimants are not entitled to preferential treatment under s. 230 of the Indian Companies Act. They are, therefore, as much in the position of ft creditor as any one else, and they can only come in with the other creditors, and are entitled to be paid pro rata along with the other creditors on a declaration of the dividend. The application must, therefore, be dismissed. I make no order as to the costs of the claimants. Costs of the liquidator will come out of the assets of the company when taxed as between attorney and client. Counsel certified. Merwanji Kola and Co., attorneys for Petitioner. Ardeshir, Hormusji, Dinshah and Co. attorneys for Respondent.
- 1931 (7) TMI 17 - IN THE PRIVY COUNCIL
Winding up - Company when deemed unable to pay its debts, Exercise and control of liquidator’s powers and Meetings to ascertain wishes of creditors or contributors
- 1931 (7) TMI 16 - IN THE CHANCERY DIVISION
... ... ..... er based on Article 34 is not a good one. I see no reason in law why the contract of service between the company and its directors should not be terminated by the same means as that by which the contract of service between two individuals may be terminated, and I see no ground in law for saying that where a written contract has been made for service which requires a written notice on either side before it can be terminated, it cannot be terminated by word of mouth by mutual agreement between the parties. That is all that has happened in this case, and, in my judgment, the offices of the defendants were vacated, when on February 10, 1931, they verbally offered to resign, and their offers were accepted by the resolution of the company. Accordingly, there should, in my judgment, be an injunction in the terms of the notice of motion. Solicitors mdash William Charles Crocker, Agent for Wood, Lord and Co., Manchester, for plaintiff. Lewis and Dunkerly Warrington, for the defendant.
- 1931 (7) TMI 15 - HIGH COURT OF BOMBAY
... ... ..... nterest, in the eye of the law, in the question how the liquidator, the contributories and the creditors settle their domestic affairs. It may have been convenient in this case mdash the analogy of the Bradford Navigation Co. s case in very close---to let the creditors and the contributories hear for themselves what scheme the appellant proposed for their consideration. But when the parties really concerned in the affairs of the company rejected the scheme, it was no concern of the appellant to appeal to this Court, and say that the contributories and the creditors of the company shall not be allowed to manage their own affairs as they like. Without applying to him the choleric words of the Privy Council to which my learned brother has referred, it may be said that he has nothing to do with what the liquidator, the contributories and the creditors of the company do amongst themselves. I, therefore, agree that the appeal should be dismissed with costs on the preliminary point.
- 1931 (5) TMI 34 - HIGH COURT OF PUNJAB
Company when deemed unable to pay its debts and Substitution of creditor or contributory for original petitioner
- 1931 (5) TMI 28 - IN THE PRIVY COUNCIL
... ... ..... e possession for themselves of these surplus assets, seems to the Board to be a serious matter, and it is necessary, their Lordships think, to call attention to its impropriety, so that for the furture in Newfoundland at all events such irregularities shall be without judicial countenance, and obedience to the statute law in these matters shall be definitely insisted upon. The present case, in its result, at least shows, and properly shows, that if it be of importance that legal interests in property shall be duly assigned, it is perilous to ignore statutory requirements of procedure. Their Lordships accordingly are not able to accept the view of the Supreme Court in this matter. This appeal should, they think, be allowed and the order appealed from discharged. The appellant should have her costs of the appeal and also the costs incurred by her in the Supreme Court. And their Lordships will humbly advise His Majesty accordingly. Solicitors for the appellant mdash Torr and Co.
- 1931 (5) TMI 27 - HIGH COURT OF RANGOON
Winding up – Debts of all descriptions to be admitted to proof and Overriding preferential payments
- 1931 (5) TMI 26 - IN THE PRIVY COUNCIL
... ... ..... s received or to be received subsequently to April 28, 1927, by the receivers or the liquidators of the Bengal National Bank Ltd., in or towards satisfaction of debts owing to that bank upon the security of property movable, or immovable, and any interest on such debts, whether such sums were or shall be received by way of repayment by the customer or payment by a guarantor or out of proceeds of sale of the security or otherwise and, subject thereto. The costs of the parties in the appeal below should be costs in the application. The costs of both parties of the appeal to His Majesty in Council should be taxed the costs of the Imperial Bank as so taxed being added to its security the costs as so taxed of the respondent bank being included in the costs, charges and expenses of its liquidation. Their Lordships will humbly advise His Majesty accordingly. Morgan, Price, Marley and Rugg mdash Solicitors for the appellant. Sanderson, Lee and Co. mdash Solicitors for the respondent.
- 1931 (5) TMI 25 - HIGH COURT OF ALLAHABAD
General provisions with respect to memorandum and articles – Effect of memorandum and articles, Execution of deeds,
- 1931 (5) TMI 24 - HIGH COURT OF CALCUTTA
... ... ..... y attention to a late authority which does not appear to have been cited before my learned brother and that is mdash In re H. J. Webb and Co. (Smithfield, London) Ltd. 1922 3 Ch. 369 and which In re Henley and Co. (supra) and the Oriental Bank Cases (supra) were held to be no longer applicable to the case of winding up of a company by reason of the later Companies Act which, as was explained at length, contained provisions overriding the prerogative by which the Crown was bound. On appeal, Food Controller v. Cork 1923 AC 647 at 672 the Judgment of the Court of Appeal was upheld and, in the words of Lord Wrenbury, the Crown is bound to a statutory scheme of administration wherein the prerogative right of the Crown to priority no longer exists. No reasons have been advanced why the petitioner board should proceed in execution and any question of priority under section 230 should be decided in the winding up. The application must be refused. Attorneys for Applicant Dutt and Sen.
- 1931 (4) TMI 19 - IN THE COURT OF APPEAL
... ... ..... Free State Constitution Act in Ireland, yet it did nothing to alter the meaning of the words Act of Parliament contained in the Act of 1823, section 41. I think, therefore, it is impossible to argue that the Irish Act of Parliament is an Act of Parliament within the meaning of that section and it therefore follows that no Act of Parliament within the meaning of that section has ever been passed authorising the sale of lottery tickets, and as I have already pointed out, as the permission to sell such tickets in Ireland is in terms limited by the Irish Act to Ireland, it follows that the sale in England is as illegal to-day as it was before the passing of the Irish Free State Act. For these reasons, I agree that this appeal must be dismissed, inasmuch as what the parties here have sought to do is to set up a limited company for a purpose which would necessarily be illegal. Solicitor mdash Arthur Benjamin and Cohen, for Appellant Solicitor to the Board of Trade, for Respondent.
- 1931 (4) TMI 18 - HIGH COURT OF PATNA
... ... ..... eated as essential by the Government for the purpose of proceeding with the execution and it was not the intention of the legislature that the Court should be given discretion to permit proceedings which would have the effect of giving to any particular creditor a priority to which he was not otherwise entitled, and which would have the effect, as in this case, of absorbing all the available assets. I do not mean to say that there may not be exceptional cases in Which the discretion undoubtedly given to the Court may not wisely be exercised. I would, therefore, reverse the decision of the learned Judge. The official liquidator will remain in possession of the property and will distribute the assets of the company in accordance with its statutory obligation. I would allow the appeal of the Bank of Bihar with costs which must be paid by the Local Government, and the Collector will hand over the assets to the official liquidator for distribution. Kulwant Sahay, J. mdash I agree.