ABNASH KAUR Vs. LORD KRISHNA SUGAR MILLS

JUDGEMENT

(1.) This judgment will dispose of three Company Appeals Nos. 8, 10 and 11 of 1971, directed against the judgment dated May 27, 1971 of the learned Company Judge, arising out of the winding up petition, which was filed by Smt. Abnash Kaur, berein called 'the appellant', being the appellant in Company Appeal No. 11 of 1971. In her winding up petition, she had impleaded as respondents, Lord Krishna Sugar Mills Limited, herein called 'the company' (respondent No. 1), being one of the two appellants in Company Appeals No. 8 of 1971, Anand Kumar, Sushil Kumar and S. D. Chawla, herein called 'respondents Nos. 2, 3 and 5' respectively, appellants in Company Appeal No. 10 of 1971, and Smt. Shanta Rani, herein called 'respondent No. 4', who is the first appellant (the company being the second appellant), in CA 8 of 1971.

(2.) The Company was incorporated in 1938 under the Indian Companies Act, 1913, as a public company limited by shares with a nominal capital of Rs. 34.00 lakhs and a paid up capital of Rs. 12.00 lakhs, (which to begin with was Rs. 10.00 lakhs). By article 116 of its Articles of Association, the company was required to take over the business of Lord Krishna Sugar Mills, prompted by a firm, of which Seth Shiv Prasad and his brothers, Seth Devi Chand, Seth Kundan Lal and Seth Banarsi Dass were the only partners. Seth Shiv Prasad was able, during the course of time, to acquire the entire share holding in the capital of the company and to become its virtual sole proprietor. The company runs a Sugar Mill and a Textile Mill, both situated at Saharanpur and has its registered office at present, in Chand Hotel, Chandni Chowk, Delhi.

(3.) Seth Shiv Prasad had seven sons, viz., Bimal Prasad (deceased), husband of respondent No. 4, Anand Kumar, respondent No. 2, Sushil Kumar, respondent No. 3, Kuldip Chand, Ramesh Chand, Suresh Chand and Nirmal Kumar, from his first wife Sita Rani, who had died in 1951. On June 27, 1953 he married the appellant from whom he got another son, Kanwal Kishore. The appellant was appointed a director of the company in July, 1953 and remained so till March, 1960. She holds 7200 fully paid up equity shares of the company in her own name gifted to her by Seth Shiv Prasad. She also claims certain other shares standing in the names of her husband and certain benamidars. Seth Shiv Prasad was the Managing Director during his life time. After his death in May, 1957, his eldest son, Bimal Prasad became the Managing Director. The latter died in March. 1959; since when respondent No. 2. has been the Managing Director. Respondents Nos. 3, 4 and 5 are the other directors of the company. Respondent No. 5 is the father-in-law of respondent No. 2 and holds his shares henami for the latter. The total number of shareholders in the register of members, it is stated was fifteen (fourteen according to the respondents), including Seth Shiv Prasad. Five out of them hold shares benami for the late Seth Shiv Prasad.