TMI Blog1964 (3) TMI 37X X X X Extracts X X X X X X X X Extracts X X X X ..... the step-sons of Sm. Tribeni Debi. The application is opposed by the company which is the respondent No. 1, though no affidavit has been filed on its behalf. Sourendra Mohan Basu, the respondent No. 5, is also opposing this application, though no affidavit in opposition has been filed by him. The petitioner was the managing agent of the company from 1949 up to October 19, 1959. It claims to be the holder of 1,63,958 equity shares in the capital of the company which are registered in its name in the company's books. It is alleged, however, that actually the petitioner is the owner of 1,38,593 equity shares. The present directors of the company are the said Sambhu Prosad Bajoria, Dwarka Prosad Bajoria, Sourendra Mohan Basu and one Babulal Shroff, the respondent No. 4. It is alleged that each of the said respondents and Radhebehari, the respondent No. 6, hold only 100 shares of Rs. 10 each. It is further alleged that out of the said 1,63,958 shares registered in the name of the petitioner, Sm. Tribeni Debi holds 71,721 shares with transfer deeds duly executed in her favour by the petitioner. Out of the shares which are registered in the petitioner's name, 73,225 shares were pled ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e the petitioner ceased to be the managing agent. The chart which is annexure " A " to the petition will show the loss suffered by the company. (3)The company has not been utilising the loom hours allotted to it and has been selling the same surreptitiously. Secret profits have been made by such sale. Large sums obtained by selling the loom hours have not been credited in the company's account. (4)Honest and proper management would have resulted in huge profits. But the company is shown to be running at an enormous loss. (5)For the year ending with March 31, 1961, trading loss has been shown at Rs. 8,75,000 and for the year ending March 31, 1962, trading loss has been shown at Rs. 16,80,000. Other jute mills of similar nature had shown profits during the said years. (6)The loss and reduction in profit for the past few years has been due to the wrongful and illegal acts of the directors. (7)The expenditure incurred is exorbitant and irregular and the directors do not exercise any control over such exorbitant expenditure. (8)The said respondents have sold and are selling various machinery, waste products and other valuable articles belonging to the company with out keepin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e application for injunction no order was made, The suit itself was withdrawn on June 20, 1963. (17) Sambhu Prosad filed a suit for partition in this court in April, 1963, being Suit No. 783 of 1963. In that suit a claim has been made for declaration of the title to the shares of the company, partition of the joint properties and other reliefs. (18)The affairs of the company are being badly mismanaged, particulars of such mismanagement will appear from the chart which is annexure " A " to the petition. This chart will show the result of mismanagement and the state of affairs of other companies. (19)The company and its directors are not maintaining proper contract register in violation of sections 260, 356, 358 and 369 of the Companies Act, 1956. It is alleged that the particulars mentioned in the contract register are indelicate and not in compliance with the provisions of the Art. (20)The respondents, Sambhu Prosad, Dwarka Prosad, Babulal Shroff and Radhebehari, are charged with misappropriation and misapplication of the funds of the company by fraudulent and illegal means. These respondents are making personal gains at the expense of the company. For this reason the compa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... gainst the company. (28)The petitioner wanted to requisition for a meeting of the company for appointment of more directors. But by reason of the existing feeling between the parties it has become impracticable to call or to hold or conduct such a general meeting. Any attempt to call or hold such a meeting would result in a crop of litigations and will jeopardise the position of the petitioner company. (29)It is claimed that the respondents Nos. 2, 3, 4 and 6 should be directed to refund to the company the sum of Rs. 40,00,000. The charges mentioned above are the principal charges alleged in the petition. Certain other matters have been sought to be introduced in the affidavit-in-reply, being the affidavit affirmed by Murlidhar Jhunjhunwalla on September 16, 1963. These charges which have been introduced for the first time in the affidavit-in-reply, which the petitioner had no opportunity of dealing with, cannot be relied upon for the purpose of this application. There appears to be no reason why they should not have been included in the petition so that the respondents other than Tribeni Debi and the company got an opportunity of dealing with the same in their affidavit-in-o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y 17, 1962, when Murlidhar Ihunjhunwalla, a nominee of Tribeni Debi, was appointed a director of the petitioner. There are allegations in the said affidavit of an extraordinary general meeting of the petitioner having been called to be held on May to, 1963. It is alleged that this meeting was caused to be called by Tribeni Debi in collusion with Murlidhar for electing three of her nominees as directors of the petitioner. It is also alleged that a suit was filed in this court, being Suit No. 827 of 1963, by one Biswanath Dalmia, and in this suit an interim order was made restraining the petitioner from holding the extraordinary general meeting for electing three nominees of Tribeni Devi as dirpctors. It is also alleged that further requisitions were caused to be given by Tribeni Debi for appointing the same three nominees as directors of the petitioner. It is not necessary for the purpose of this application to deal with those charges in the affidavit. It is alleged that Murlidhar is a nominee of Tribeni Debi and has no independent voice ; he acts according to the wishes of Tribeni Debi. Similar allegations have been made against Chinmoy Mullick. The charges of misappropriation of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... re higher than other modernised mills. Regarding the chart, which is annexure " A " to the petition, it is alleged that it proves nothing and has been prepared only to confuse this court. The particulars contained therein are denied. Regarding the dismissal of R. S. Sharma, it is alleged that he was guilty of insubordination and was dismissed for good reason. Regarding the sale of the softeners, it is claimed that the mill had a number of softeners in surplus, and the two softeners were sold in the usual course, at the proper market price. Regarding the release of 73,225 equity shares of the company from the Punjab National Bank Ltd., it is admitted that the same were released on payment of Rs. 5,05,000. It is alleged that the shares belong to the said joint family. The deponent denies the withdrawal of Rs. 8,10,000 or any part thereof from the Allahabad Bank Ltd, from the company's account with the said bank. The charges of misfeasance and breach of trust in regard to the release of the said shares and liability to account for the balance claimed to be due are denied. It is claimed that the release of the shares from the Punjab National Bank was obtained in the interest of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... restraining the parties from transferring the shares. Liberty was given to the parties in possession of the shares to have the same registered in their names and also to exercise voting rights in regard to the same. This suit is still pending. On May 7, 1963, Suit No. 827 of 1963 (Biswanath Dalmia v. Srikrishna Investment Company Ltd.) was instituted for restraining the defendant and its directors from holding an extraordinary general meeting of Srikrishna Investment Co. Ltd. on May 10, 1963. On May 8, 1963, an ad interim order was made by A. N. Ray J. restraining the defendants from holding the extraordinary general meeting. On June 20, 1963, leave was given to the plaintiff to withdraw the suit. On August 8, 1963, Suit No. 1418 of 1963 (Srikrishna Investment Co. Ltd. v. Sambhu Prosad Bajoria) was instituted for recovery of the statutory books, minute books, papers, documents and files of the plaintiff. In this suit a receiver was appointed by A. N. Ray J. on November 26, 1963, after trial of the application for receiver on evidence. On September 12, 1963, another suit was filed by the petitioner (Sri krishna Investment Co. Ltd. v. Clive Mills Co. Ltd.) for rectification of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ares, their nominees have been kept out of the board of directors of the company. I shall now deal with the questions of supersession of the board of directors of the company, the appointment of an administrator to take charge and control of the company's affairs and also the prayer for an order for investigation into the company's affairs. The position of shareholding of the parties is that the petitioner holds 1,38,50.3 equity shares. Tribeni Debi holds 71,721 equity shares; of this lot 25,050 equity shares have been registered in her name, the balance being registered in the name of the petitioner and are lying with her with transfer deeds duly executed on behalf of the petitioner. The petitioner itself is registered in the books of the company as the holder of 27,662 shares. Therefore, the voting strength of the petitioner supported by Tribeni Debi at any general meeting of the company is 52,721 according to the books of the company. By reason of the operation of the orders for injunction issued by this court holders of 1,10,931 shares have been restrained from exercising voting rights. It is claimed, however, that the petitioner is registered in respect of 74,000 shares. B ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... supra ) there was no charge of mismanagement. On the other hand the management of the company by the minority group had shown very considerable improvement in its trading result. Large profits were made by the company under the management of the minority group, and the future prospects were still brighter. But in this case there are serious charges of mismanagement, misappropriation and misapplication of the company's assets and therefore, it was contended by both Mr. Sen and Mr. De that the petitioner's claim for super session of the present board and appointment of an administrator, rests on much stronger grounds. Reliance was also placed on my judgment in Sindhri Iron Foundry's case ( supra ) mentioned above. In that case also the affairs were controlled by a minority group of shareholders and the majority group was excluded. In Sindhrt's case ( supra ) however, there were various other charges, namely, removal of the books of account and statutory books of the company, trespass into the company's factory, suppression of notices of board meetings and general meetings and also various other charges. In both Albert David's case ( supra ) and Sindhri's case ( supr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rs should be stated in the pleading. He contended that no particulars had been given regarding the charges of mismanagement and misappropriation of the company's assets and, therefore, the court should not rely upon the allegations in the petition. In respect of this branch of the argument Mr. Deb first of all referred to the decision of the Judicial Committee in Abdul Hossein Zenail Abadi v. Charles Agnew Turner [1887] 1 ILR. 11 Bom. 620; LR. IA. 111 (PC) in which it was held that a charge of fraud must be substantially proved as laid and when one kind of fraud has been charged another kind of fraud cannot, on failure of proof of the fraud charges, be substituted for it. Mr. Deb next referred to John Wallingford v. Mutual Society [1880] 5 App. Cas 685 , in which the House of Lords held that a general allegation of fraud, however strong the words used, is insufficient even to amount to an averment of fraud of which any court ought to take notice. In that case the allegations of fraud were general and vague in nature no material fact was pleaded to enable the court to understand the acts which were alleged to be fraudulent. Lord Selborne, L.C., held that such charges mu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... een furnish ed, they may be ignored, but there are other charges of misapplications and misappropriation of funds, mismanagement and other improper con duct which are enough to induce this court to rely upon those charges for the purpose of this application. I have already expressed my views in this matter, and I need only add that when a party is charged with acts of mismanagement, misappropriation or improper conduct, full particulars of the acts complained of must be set out in the pleading and unless so set out, such charges should be ignored and no reliance should be placed on them. The next point urged by Mr. Deb was that most of the material allegations in the petition have been verified by Murlidhar Jhunjhunwalla as being based on information. The deponent was not on the scene at the material time, and therefore could have no personal knowledge. Mr. Deb referred to each of the paragraphs in the petition and analysed the verification in the affidavit affirmed by Murlidhar Jhunjhunwalla verifying the petition. Mr. Deb contended that under rule 11, sub-rules 12 and 13 of the Companies (Court) Rules (hereinafter referred to as the Rules), applications under sections 397 and 3 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... officers of the company, and it was sup ported simply by the ordinary statutory affidavit, which, of course, is quite insufficient to establish charges of that kind. There was no other affidavit of any sort, and no other affidavit of any kind was produced in support of any charges of the sort until the hearing to-day and the respondents had never seen those affidavits, until, by leave, they were used in court, rather for the purpose of seeing whether an adjournment ought to be granted than for any other purpose. However, they are in evidence now. The evidence of misconduct is very weak and vague, and mostly founded on hearsay, and to my mind there is nothing in it." Mr. Deb next referred to In re S. A. Hawken Ltd. [1950] 2 All ER. 408 in which Wynn-Parry J., after quoting the observations of Lindley L.J. in In re Gold Hill Mines [1883] 23 Ch. D. 210 214, as follows : "The statutory affidavit strictly is no proof of anything. It is hearsay as to almost everything in it, but it is sufficient to require an answer " held, that while the statutory affidavit is always necessary it is not always sufficient and it is never sufficient where the petition is based on allegations o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e the general provisions of the Code of Civil Procedure. Mr. Deb contended that this case is not an authority against his proposition that Order 19, rule 3, should be complied with, where serious charges of fraud, misapplication, misappropriation and other improper con duct have been made. This case is an authority for the proposition that in ordinary matters where serious charges, such as those mentioned above, have not been made in the petition, compliance with the requirement of Form No. 3 in Appendix IV of the Act is enough. But where the petitioner wants the court to investigate charges like those made in this petition, the provisions of Order 10 rule 3 of the Code of Civil Procedure must be complied with. In my view Mr. Deb is right in his contention that where the petitioner has made serious charges of fraud, collusion, misapplication, misappropriation and other improper conduct, the petition must be confined to facts within the knowledge of the deponent. In the case of Sarkar Estates Private Ltd. [1962] 32 Comp. Cas. 575 mentioned above, the petition was a winding-up petition and the whole question was that, in the petition it was alleged that the solicitor demanded, by ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t interlocutory application. The matter is finally disposed of by the order made on the application itself. Nothing remains outstanding, unless orders are made keeping certain matters outstanding. The application is disposed of on the basis of the averments in the pleadings, unless the matter is directed to be tried on evidence. The pleadings in the matter, including the petition and the affidavits are to be treated as evidence, and that being so, the rules of evidence must be strictly adhered to. The averments in the petition and in the affidavits, which are verified as based on information, are by their very nature, hearsay evidence. And if such averments are the foundation of the case made out by the petitioner, or the foundation of the defence made out by the respondents, the court should not rely or act upon the same. To do otherwise, would be to ignore the fundamental principles of the rules of evidence. If the averments in the pleadings are such that, but for them, an order cannot be made, persons who have personal knowledge of the facts stated must come forward and put what they have to say on affidavits. If other persons, having no personal knowledge of the facts are set u ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... decided to place the matter before the Advocate-General, West Bengal, for his opinion. At the meeting held on November 25, 1959, the board decided to institute a suit against Sambhu Prosad, according to the advice of the Advocate-General, for recovery of the sum of Rs. 8,10,000. At its meeting held on November 29, 1960, the board noted that Sambhu Prosad explained his conduct about the withdrawal of the sum of Rs. 8,10,000. It was recorded that out of this sum, Rs. 5,00,000 had been advanced by him to Messrs. I. S. S. Co. (1951) Private Ltd. as loan on September 30, 1951. and on the same day Rs. 5,000 was paid to the petitioner, who was then the managing agent of the company, towards part payment of its loan to the company. The balance of Rs. 3,05,000 remained in the cash balance of the company. A receipt from I. S. S. Co. (1951) Private Ltd., dated September 30, 1951, was produced before the board. The board further ratified the advance of Rs. 5,00,000 to I. S. S. Co. (1951) Private Ltd., at an interest of 6 per cent, per annum. It appears from the minutes of the board meetings that Sambhu Prosad had not misappropriated the money withdrawn by him. But it cannot be overlooked tha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... oppression. I cannot hold that this charge by itself would justify an order under sections 397 and 398 of the Act. Besides, it is to be noted that the loan from I.S.S. Co. (1951) Private Ltd. is included in the balance-sheet of the petitioner. The petitioner's balance-sheet for 1959 shows unsecured loan at Rs. 42,33,917.64 nP. In the balance-sheet for the year 1960, unsecured loan is shown at Rs. 47,82,482-62 nP. Mr. Deb rightly contended that the petitioner has acknowledged the loan of Rs. 5,00,000 from I.S.S. Co. (1951) Private Ltd. In the petitioner's balance-sheet for the year 1960, the director's report is signed, amongst others, by Murlidhar Jhunjhunwalla and Chinmoy Mallick. The petitioner thus had acknowledged the loan of Rs. 5,00,000 and whatever other criticism can be made of Sambhu Prosad's conduct, the petitioner cannot make the withdrawal of the sum of Rs. 8,10,000 a ground of complaint. There is another matter to be noted in this connection, namely, the general meeting of the company held on February 26, 1960. A general meeting was held on that date at which no questions were raised with regard to the withdrawal of the money by Sambhu Prosad. The accounts which were ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , Babulal and Radhebehari have wrongfully, fraudulently and surreptitiously sold unused loom hours and have made secret profits. It is alleged that since 1959, lakhs of rupees have been obtained by sale of loom hours, but the money has not been credited in the books of the company and have been misappropriated. In regard to this charge, no particulars have been given of the sale of loom hours beyond stating that several lakhs of rupees have been realised by sale of loom hours and that the money so obtained has been misappropriated. I should at once point out that charges of this nature cannot be investigated by this court, nor can they be relied upon in dealing with an application under sections 397 and 398 of the Act, on the grounds discussed by me earlier in this judgment. The charge relating to the sale of loom hours, however, has been sought to be strengthened by a letter from Sambhu Prosad dated August 17, 1959 an unofficial translation of which has been annexed to the affidavit in reply affirmed by Murlidhar Jhunjhunwalla on September 16, 1963. It is strange that if the petitioner was serious in pursuing this charge, the vital document, which was in its custody, was not ref ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e agreement that the arbitrators were to have the powers, inter alia , to divide the businesses. It was also provided that the arbitrators should divide the joint family properties. Ramnath Bajoria, Tribeni Debi, Sambhu Prosad, Radhebehari, Dwarka Prosad, Sheoratan and Bijoy Shankar were all parties to the said agreement, the last five named persons being the sons of Ramnath Bajoria. Mr. Deb also referred to a second arbitration agreement dated March 9,1960, between Tribeni Debi, Sambhu Prosad, Radhebehari, Dwarka Prosad, Sheoratan and Bijoy Shankar. In this agreement also, it was stated that the joint family owned various properties and carried on various businesses which included, inter alia , Clive Mills Ltd. and Srikrishna Investment Co. Ltd. This agreement also provided for division of the businesses among the parties, as the arbitrator may think fit. Next Mr. Deb referred to the partition suit which is pending in this court being Suit No, 783 of 1963 (Sambhu Prosad Bajoria v. Tribeni Debi). In this suit it has been claimed that the shares of the company belong to the joint family and not the individuals in whose names they are registered in the books of the company. Relyi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... are registered in respect of a very small minority of the company's shares, are controlling the affairs of the company to the total exclusion of the petitioner and Tribeni Debi who are registered in respect of a majority of shares. This, they have no right to do. Apart altogether from the charges of mismanagement, misapplication of funds, misappropriation, fraud and collusion, a small minority of shareholders cannot be allowed to control the affairs of the company, completely ignoring the wishes of the majority of shareholders according to the share register of the company. It is true that claims have been made in the said suits, that the shares belong to the members of the joint family, but until those suits are finally disposed of, and the claim to title to the shares is adjudicated upon, the company must proceed on the basis of the ownership of the shares as registered in its share register. And on the basis of the company's share register, the Bajoria respondents, who quite clearly have forfeited the confidence of the petitioner and Triheni Debi, have no right to control the company's affairs. In the circumstances I hold that the affairs of the company are being conducted in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... jority of the company's shares. The litigation is the direct result of the conduct of the minority group in persistingly keeping the majority at bay. If conditions permitted, I would have directed a general meeting of the company to be held for the purpose of appointing a new board of directors. But the position regarding shareholding at the moment and the matters discussed by me hereafter are such that this court cannot direct a general meeting to be called for that purpose. I shall deal with the question of a general meeting later on in this judgment. But the present board of directors ought not to be allowed to control the company's affairs any longer. The board of directors should be superseded and the control of the company's affairs should be placed in charge of an administrator, who should continue to discharge the functions of the board of directors, until the rival claims to the shares of the company and the dispute regarding control of the company's affairs are finally adjudicated upon. Until then, the interest of the company must be protected, and that can be best done by placing the control of the company's affairs in the hands of an independent person. The next que ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n order for investigation under sections 397 and 398 of the Act the court should proceed cautiously, before any order for investigation is made on such charges. The management of the company is vested in its board of directors. There may be many and good reasons for the failure of the company to earn profits. Similarly, there may be valid and good reasons for increase in the costs of manufacture and administration of the company. But are such allegations enough to induce this court to make an order for investigation under sections 397 and 398 of the Act ? I do not think so. It is no part of the duty of this court to lay down business and trading policy of the company or to regulate, control and check its day to day administration. In connection with the charges made in the petition, a reference should be made to annexure " A " to the petition which is a chart, purporting to show how the company's affairs were managed, in comparison with other jute mills. It was urged that a reference to the figures in the chart, which have been taken from the balance-sheets of the different companies, would make the position of the management of the company's affairs quite clear. This chart has b ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mpany and the administration of its affairs, from day to day, are vested in the board of directors of the company. It is not for the court, in matters such as those mentioned above, to interfere with the administration of the company by a general order for investigating into the affairs of the company. In the course of hearing of this application, an application was made on behalf of the petitioner relating to sale of some old machinery and certain other goods. Certain orders were made on that application to protect the interest of the petitioner. It was contended by Mr. Deb that the court should not take notice of events that have happened subsequent to the filing of the petition. It was further urged that the matters on which the court could rely must be confined to events which happened prior to the date of filing of the petition. In support of this contention reliance was placed on the decision of the Supreme Court in Rajahmundry Electric Supply Corporation Ltd. v. A, N. Rao [1956] 26 Comp. Cas. 91 (SC). But in that case the only question as to subsequent events considered by the Supreme Court was the maintainability of the petition, as at the date of its presentation, an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ecide to dispose of old and worn out machinery, or jute wastes, this court should not interfere with the exercise of such discretion. These are matters to be dealt with by the company in its domestic forum. The machinery provided by sections 397 and 398 of the Act cannot be made use of for agitating such charges of irregularity, assuming them to be true. For the reasons mentioned above an order for investigating the affairs of the company cannot be made. To make an order for investigation in these circumstances, would be to put a premium on the making of charges of fraud, misapplication, misappropriation of funds and mismanagement, which, as they stand in this case, cannot be elied upon and must be disregarded. The only other matter that remains to be considered is the prayer that a general meeting should be called for the purpose of appointment of directors. This prayer for a meeting of the company has been made under section 186 of the Act. Under that section the court may, on its own motion or on the application of a director or member of the company, order a meeting of the company to be called, if for any reason it is impracticable to call a meeting of the company other tha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... by this court restrain voting rights regarding a little less than half of the total equity share capital of the company. According to the petitioner itself, there are serious disputes between the Bajoria respondents and Tribeni Debi. These disputes relate mainly to the title to the shares of the company. If a general meeting is held, when a little less than half the shareholders of equity shares cannot exercise their voting rights, can such a meeting be called a general meeting of the share holders of the company ? Will the court allow the shareholders to meet and appoint directors to take charge of the company's affairs when nearly half of the shareholders cannot exercise their voting rights ? In my view, in the circumstances such as these, a general meeting of the company for the purpose of appointing directors should not be directed to be called and held under section 186 of the Act. When nearly half the shareholders of the company can have no say in the matter of appointment of directors, the court ought not to direct a general meeting to be held under section 186 of the Act for the purpose of appointment of a new board of directors. Under section 186 of the Act, the court ma ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hareholder or a director of the company trying to participate in the internecine squabbles of the company." It will be seen from the decisions of this court discussed above that the power of the court under section 186 of the Act should be used, if at all, sparingly and with great caution. The power of the court under this section to direct a general meeting of the company is indeed wide and extraordinary in nature, because it is for the company to manage its own affairs including the calling of a general meeting. The court intervenes, if at all, only if it is satisfied that it is impracticable to call or hold a general meeting. In this connection I should refer to article 80 of the articles of the company which provides that the directors shall on the requisition of the holders of not less than one-tenth of the paid up capital of the company forthwith proceed to convene an extraordinary general meeting of the company. If the directors refuse to call the requisition meeting, the requisition is themselves may call the meeting on certain conditions. No explanation has been given as to why the petitioner and Tribeni Debi have not submitted a requisition for an extraordinary genera ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o the claims of the parties to the title to the shares of the company. On such determination, the share register of the company should be rectified in accordance with the decrees and orders that may be made in the said suits. Such rectification should be made by the administrator within one month from the date of service upon him of certified copies of decrees and orders relating to the title to the shares of the company. A general meeting of the company should be called by the administrator for the purpose of appointment of directors according to the articles of association of the company. Such a meeting should be called and held within ten weeks from the date of rectification of the share register. The administrator will act as chairman of the general meeting. The administrator will make over charge of the company's assets, books of account and documents and all other papers to the board of directors of the company within four weeks from the appointment of the directors as herein provided. Upon making over charge of the assets and books of account and documents as herein provided, the administrator will stand discharged. The administrator will have the accounts of the company a ..... 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