INDO BURMA INDUSTRIES LTD Vs. STATE

JUDGEMENT

(1.) This is an application under Section 235, Indian Companies Act by the Official Liquidator Mr. Ajoy Kumar Basu, Barrister-at-Law, for the examination of the conduct of Manindra Nath. Ghosal, Kanai Lal Tarafdar and Sudhangsu Kumar Bose and for an order compelling these three persons to pay or restore certain sums of money belonging to the company with interest at such rate as the Court thinks fit to the Liquidator.

(2.) The main allegations on which this application is made may be briefly set out. The company is alleged to have advanced loans to (1) Ghosal Biswas & Co., (2) Bhowanipur Wayside Garage and (3) Electric Corporation respectively the sums of Rs. 54,477/12/-, Rs. 46,397/8/3 and Rs. 19,222/9/-. This allegation is to be found in para. 20 of the Official Liquidator's petition in support of the summons. No other allegation has been pressed and the enquiry therefore must be confined to these three concerns.

(3.) The three persons Manindra Math Ghosal, Kanal Lal Tarafdar and Sudhangsu Kumar Bose were intimately concerned with a company called Indo Burma Industries Ltd. Manindra and Kanai were the directors of the company & Sudhangsu Kumar Bose was its manager. This company was incorporated in 1945 as a public limited company. It failed to file its statutory report and an application was made in February, 1949 by one Kiron Kumar Majumdar and the said Manindra Nath Ghosal for directions for filing the statutory report, for an order directing the holding of the General Meeting of the company under Section 73 (3), Indian Companies Act and alternatively for winding up of the company. The ultimate result was that by an order dated 30-3-1949 Sarkar J., wound up the company. On 20-4-1949 Mr. Basu was appointed the Liquidator and the order of his appointment gave him power to act as Liquidator without security and with a remuneration of 5 per cent. of gross realisation of the assets of the company. 3. On 19-8-1949, some contributors made an application for leave to be granted to the Liquidator to require Manindra, Kanai and Sudhangsu to file their statements of affairs under Section 177A, Indian Companies Act. The application was made by Profulla Kumar Chakraborty and others. Thereafter on 20-8-1949 an application was made by Manindra Nath Ghosal and Kiron Kumar Majumdar for an order granting liberty to the Official Liquidator to retain and engage the services of Mr. P. C. Chatterjee, solicitor, and to appoint en auditor for the purpose of auditing the accounts and preparing a balance sheet of the company and liberty to the Official Liquidator to engage a clerk and a peon. This application also asked for liberty to be given to the Official Liquidator to institute and/or defend suits and institute any other legal proceedings civil and criminal in the name and on behalf of the company and to do all other acts as might be necessary for winding up of the company. These two applications were heard together by Sinha J., who by his order dated 12-9-1949 dismissed the application of Manindra and Kiron with costs and ordered the Official Liquidator to be at liberty to ask Manindra, Kanai and Sudhangsu to file their statements of affairs and giving leave to the Official Liquidator to appoint Mr. S. C. Sen Gupta, a Registered Accountant, to get the books of account of the company audited and to pay him at the first instance his remuneration in respect thereof. This order of Sinha J., also gave him leave to appoint an attorney on the undertaking of the applicant Profulla Kumar Chakraborty and others to appear and bear his costs if the same were not recovered from the assets of the company.