TMI Blog1970 (8) TMI 97X X X X Extracts X X X X X X X X Extracts X X X X ..... arasaraopet Electric Corporation Ltd., represented by its managing director, Sri G.V. Subbarao, and the 2nd respondent is G.V. Subbarao. 3. The material averments in the petition are these :--The Narasaraopet Electric Corporation Ltd., hereinafter to be referred to as the company, was registered under the Indian Companies Act, 1913, in 1935 as a public company limited by shares. The registered office of the company was at Guntur in Andhra Pradesh. The nominal capital of the company was ₹ 1,50,000 divided into equity shares and preference shares, 2,000 equity shares were fully paid up and 1,000 preference shares were fully paid up. The object of the company was to supply electrical energy in and around Narasaraopet. 4. The entire ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... led a counter, opposing the application, but admitting that the meeting of the general body of shareholders of the company was called for considering the question of liquidating the company. He denied that he was appointed as managing director only for the purpose of winding-up the company and said that he could exercise all powers under the memorandum and articles of association of the company. He denied that the object for which the company was inaugurated was only to supply electrical energy in and around Narasaraopet town and alleged that there were several other objects besides the supply of energy as referred to in the memorandum and articles of association. The litigation referred to was not fruitless. The 1st petitioner had differen ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... was awarded compensation of ₹ 1,06,977 which was deposited in the bank and that, as a consequence of the acquisition, the company ceased to do any business are not contradicted in the counter. But it is alleged in the counter that there are several other objects of the company occurring in the memorandum. (A copy of the memorandum and articles of association of the Narasaraopet Electric Corporation Ltd., is placed before me). But, the said averment is met in the reply that they were all inserted as in the case of every other company, that the only business which the company did from 1934 was to distribute the electricity in and around Narasaraopet, and, further, that no attempt has been made up-to-date either by the 2nd respondent or ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o carry out the main object of the company for which it was formed, it was just and equitable that the company should be wound up (vide Cotman v. Brougham [1918] A.C. 514, 522 (H.L.):): where it was held that the substratum of the company is gone when the main purpose has become impossible (vide also In re German Date Coffee Company, [1882] 20 Ch. D. 169 (C.A.). where it was held that the substratum of the company had failed and it was impossible to carry out the objects for which it was formed; and, therefore, that it was just and equitable that the company should be wound up (vide also In re Baku Consolidated Oilfields Ltd. [1944] 1 All E.R. 24 (Ch. D.): where it was held that when the whole substratum of the company had gone, compulsory ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... specifically to this effect in Davis Co. v. Brunswick (Australia) Ltd., [1936] 6 C C 227, A.I.R. 1936 P.C. 114 that the position of the court in determining whether it is just and equitable to wind up the company requires a fair consideration of all the circumstances connected with the formation and the carrying on of the company, etc. But it was also observed at page 121, column 1 of the reported decision, that a general rule could not be laid down as to the nature of the circumstances which have to be borne in mind in considering whether the case comes within the phrase and that the decisive question must be the question whether at the date of the presentation of the winding-up petition there was any reasonable hope that the object of t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the company should be wound up. I may add that in almost similar circumstances, a judge of this court ordered winding up of the Rajahmundry Electric Supply Corporation Ltd., the order being reported in Nageswararao v. Rajahmundry Electric Supply Corporation Ltd., Rajahmundry, [1957] A.L.T. 728. For the said reasons, the petition for winding up of the Narasaraopet Electric Corporation Ltd. is ordered. Intimation of this will be sent to the official liquidator and the Registrar of Companies. An advertisement of this order shall be made under Rule 113 in the Indian Express and the Andhra Prabha within 14 days of this order. The official liquidator will take charge of the assets, books and other papers of the company forthwith under Rule 114. ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
