MOHAN LAL Vs. GRAIN CHAMBER LTD

JUDGEMENT

(1.) These two connected Special Appeals are directed against one common judgment of the learned Company Judge by which he dismissed two petitions lor winding up of the same company presented by the same petitioners. The first petition was presented on the 22nd of February, 1950 on behalf of two persons appearing as petitioners. The first petitioner was Mohan Lal in his personal capacity. The second petitioner was Seth Mohan Lal and Co., which was a trade name under which Mohan Lal was himself carrying on the business, he being the sole proprietor of this firm. The first petition, which was registered as case No. 12 of 1950, was based on certain grounds, which according to the petitioners had come into existence by the 22nd of February, 1950. Subsequently, the petitioners made an application for amendment of this petition. The amendments sought not only included facts relating to incidents before the 22nd of February, 1930 but also certain facts which came into existence after that date, on the basis of which the petitioners wanted to add new grounds for seeking the winding up order. The amendment application was allowed only to the extent that it related to incidents before the 22nd of February, 1950 the rest of the amendment application for adding grounds which had come into existence after that date was rejected. In pursuance of this rejection, the petitioners moved the second petition on the 23rd of February, 1951 and based their request for winding up order on the ground which had come into existence subsequent to the 22nd of February, 1950. Since the two petitions were filed by the same petitioners and were directed against the same company, the learned Company Judge recorded evidence in only one proceeding and decided both the petitions on the basis of that evidence by one single judgment. In the circumstances it is convenient for us also to deal both the appeals in this one single judgment.

(2.) The company, which the petitioners desired should be wound up, is known as the Grain Chamber Limited Muzaifarnagar. The company was formed in the year 1931 with its share capital of Rs. l,00,000/- divided into one thousand snares of Rs. 100/- each. The actual paid up capital of the company is Rs. 97,845 / - representing the call money on 985 shares which were subscribed. The objects of the company, as set forth in the Memorandum of Association, are twenty in number which need not all be reproduced. The relevant objects to which reference would be necessary in the course of the Judgment, are as follows:-

(3.) In the year 1949, the company had 11 directors. Two of these directors Lala Deep Chand and Lala Qabul Chand were not carrying on any business in forward or future transaction with the company whereas admittedly the remaining nine directors were carrying on such transactions. Since the question of the fact of directors carrying on business with the company has assumed considerable importance for the purpose of deciding these Special Appeals, we consider it useful to quote at this stage some of the Articles of Association of the company which have a bearing on this aspect. The most important rule is Rule 5 of the Articles of Association, which reads as follows:-