BILASRAI JUHARMAL Vs. STATE OF MAHARASHTRA

JUDGEMENT

(1.) THIS is a petition for winding up of a Company called the Akola Electric Supply Company (Private) Limited (hereinafter referred to as the Company) under Section 439 of the Indian Companies Act of 1956. When this petition came up before S. M. Shah, J for admission, the learned Judge did not accept the petition and rejected the same in limine. An appeal was preferred to the Division Bench of this Court (Appeal No. 1 of 1960 ). In appeal, the Division Bench set aside the order of dismissal, admitted the petition and sent it down for final hearing. The order that was passed by the Division Bench was on the basis of certain consent terms arrived at between the parties under which the respondent-Company gave an undertaking that the amount of compensation that may be received by the Company from the Bombay State Electricity Board would be deposited with the Company's Solicitors, M/s. Kanga and Co. , pending the hearing and final disposal of the petition on merits in the trial Court. The usual formalities such as advertisement and notices being served, and the necessary preliminaries having been completed, the matter has now come up before me for final hearing. Before adverting to the affidavits that were tendered before me at the stage of the final hearing and the reasons, which induced the petitioners to do so, it is necessary to set out the facts in so far as they are necessary for determining the matters of controversy between the parties. I will begin with the facts which are either admitted or over which there is not much dispute.

(2.) THE aforesaid Company was incorporated in the year 1930 under the Indian Companies Act. 1913. It appears that the shares of the Company were purchased by the present share-holders in about the year 1937. The authorised capital of the Company is rupees four lakhs divided into eight thousand shares of Rs. 50/- each. The subscribed and paid-up capital of the company is rupees three lakhs divided into six thousand fully paid-up shares of Rs. 50/- each. The said six thousand shares in the share capital of the Company are held as under: <FRM>JUDGEMENT_8_TLMHH0_1962Html1.htm</FRM>

(3.) THE Managing Agents of the Company were M/s. Brijlal Bilasrai and Co. For over twenty years. The ostensible partners of the said Managing Agents firm were the first petitioner and the said Brijlal Ramjidas and the said Managing Agents firm was merely the nominee or benamidar of M/s. Sarupchand Prithiraj, a partnership firm consisting of nine partners including the members of the company referred to above. The Managing Agents were carrying on the management of the Company till 1957. Since then the management of the company is being carried on by three Directors viz. , Mahavirprasad Badridas, Narandas Ranjidas and Radhakrishna Brijlal. The members of the Company are divided into two groups. One group comprises the two petitioners who are father and son respectively and the other group consists of Brijlal Ramjidas, Mahavirprasad Badridas, Narandas Ramjidas and Radhakrishna Brijlal. The group of the petitioners may, for the sake of convenience, be called as Bilasrai group and the other group of the remaining four members of the Company headed by Brijlal Ramjidas may be called as Brijlal group. The members of Brijlal group are closely related to one another. Disputes have cropped up between the two rival groups, at any rate, since 1956 and one of the reasons for these disputes appears to be that the dividends are not being distributed to the members of Bilasrai group. The petitioners filed an application (I. C. No. 75 of 1956) for winding up the Company mainly on the ground that the members of Brijlal group were conducting themselves in a manner oppressive to the petitioners and prejudicial to the interests of the Company. The case of non-distribution of dividends was cited as an instance in point. No orders were passed on this applications, because the Company deposited in Court the amount of the claim made by the petitioners in respect of the dividends due to them. Thereafter on 29-3-1957 the petitioners filed another application (I. C. No. 81 of 1957) under Secs. 397, 398 , 402 and 439 of the Indian Companies Act of 1956. The prayer, however, for winding-up the Company was abandoned at a later stage. The said petition came up for hearing before Coyajee, J. And the learned Judge declined to accept the same. The petitioners went in appeal. In the meantime, the petitioners had filed suits in the City Civil Court for the recovery of the amount of dividends due to them. In the course of appeal before the High Court, an undertaking was given by the members of Brijlal group to the effect that the dividends would not be distributed till the disposal of the suit pending before the City Civil Court. The appeal, therefore, was not pursued and the matter was dropped. On 6-12-1959 the licence granted to the Company by the Government under the provisions of the Indian Electricity Act expired. It may be mentioned at this stage that since its incorporation the only business that the Company was carrying on was to run the undertaking of supply of electricity energy to the citizens of Akola. On the termination of the licence, the Bombay State Electricity Board has taken over the work of distributing the electric energy to the citizens of Akola and the immovable properties of the Company also were taken charge of by the said Board. The Company. Through their Directors, have laid their claim for compensation by reason of the Company having been taken over by the Government. They have also contended that some of the immoveable properties belonging to the Company have been wrongly taken possession of by the Government. The Company, therefore, has asked for the return of the properties wrongly taken over by the Government. This claim is also disputed by the Board. Within a few days from the expiry of the period of the licence, that is on the 18th December 1959, the petitioners have lodged this petition for winding up the Company.