RAMPUR DISTILLERY CO LIMITED Vs. COMPANY LAW BOARD

JUDGEMENT

(1.) The Rampur Distillery Company Ltd. - hereinafter called Rs. the Rampur Company' - is a manufacturer of industrial alcohol. In 1943 the Rampur Company appointed Govan Brothers its managing agent for 20 years. In July 1946 a group of persons who may be referred to as the Rs. Dalmia Group' assumed control over Govan Brothers. V. H. Dalmia who became Managing Director of Govan Brothers, besides being a director of a number of other companies, held important position in several trade associations. On March 19, 1953, information was lodged by the Registrar of Joint Stock Companies, Delhi, that V. H. Dalmia and others had committed offences of criminal breach of trust.

(2.) By virtue of Section 330 of the Companies Act, 1956, the Managing agency of the Rampur company was to expire on August 15, 1960, unless before that date the managing agent was re-appointed for a fresh term in accordance with the provisions of the Companies Act. On December 10, 1959 the Rampur Company re-appointed Govan Brothers, Managing Agent for ten years with effect from August 15, 1960, and applied to the Central Government that the extension of the managing agency of Govan Brothers be approved. The Central Government granted extension for five years under Section 326 of the Companies Act with effect from August 15, 1960.

(3.) In the report of the Commission headed by Mr. Justice Vivian Bose appointed to enquire into and report on the working of the Rs. Dalmia Jain Group of Industries', the dealings of V. H. Dalmia in relation to the financial affairs of some of the companies of which he was a director was severely criticized. In the view of the Commission, V. H. Dalmia was in the year 1946-47 guilty of grossly improper conduct in relation to several companies of which he was a director.