RAGHUNATH PRASAD JHUNJHUNWALA Vs. HIND OVERSEAS PRIVATE LIMITED

JUDGEMENT

(1.) The petitioners, Raghunath Prasad Jhunjhunwala and Phoolchand Jhunjhunwala made an application for winding up of Hind Overseas (Private) Limited. The other applications in regard to this Company are an application for stay of winding up and an application for the appointment of Provisional Liquidator and an application for injunction. All the four applications were heard from time to time because of the inconvenience of Counsel to have the hearing concluded. The final hearing was concluded in the month of March 1967. In the meantime an application for contempt was made. Because of that application the judgment could not be delivered inasmuch as if it appeared that a party was guilty of contempt he should have to purge himself of the contempt first. The application for contempt was heard in the last week of May, 1967. For all these reasons the judgment could not be delivered earlier.

(2.) I must at the outset state that Counsel for the petitioner argued with industry in this matter and was of great assistance to the Court. Counsel for the respondents also gave considerable assistance to the Court. The reason why I refer to this assistance is because some of the principles involved in this application are of importance and the application of these principles in reported decisions is to be viewed with care.

(3.) The company was incorporated in the year 1956. Raghunath Prasad Jhunjhunwala and Anil Chandra Dutta were subscribers to the memorandum of the company and they became the first Directors. Vishnu Dayal Jhunjhunwala and Mahabir Prasad Jhunjhunwala were co-opted as Directors in the year 1956. IN the month of November, 1957 Dutta resigned. R. P. Jhunjhunwala was then appointed the Director-in-charge. Phoolchand Jhunjhunwala was co-opted as Director in place of Dutta. In the month of November 1957 V. D. Jhunjhunwala vacated his office of Director for not having attended three consecutive meetings of the Board and he was thereafter reappointed. The Board of Directors thus constituted consisted of R. P. Jhunjhunwala, P. Jhunjhunwala, V. D. Jhunjhunwala and M. P. Jhunjhunwala. M. P. Jhunjhunwala vacated his office in the month of January 1959. No one was appointed Director in his place. In the year 1960 at a General Meeting the remuneration of R. P. Jhunjhunwala was fixed at Rs.1000/- per month with effect from 1 August, 1960 and that was done by a special resolution. In the month of November 1960 V. D. Jhunjhunwala again vacated his office of Director for not having attended three consecutive Board meetings and he was again coopted as Director. In the month of September 1961 at a General Meeting the remuneration of R. P. Jhunjhunwala was increased to Rs.1250/- per month and it was agreed that P. Jhunjhunwala, the other Director, would be paid Rs.750/- per month. These matters of remuneration of R. P. Jhunjhunwala and P. Jhunjhunwala were not proposed or passed as special resolution. R. P. Jhunjhunwala was also granted an allowance of Rs.350/- per month for maintenance of guest house. Again in the month of March 1963 V. D. Jhunjhunwala vacated his office for not having attended three consecutive Board Meetings and he was reappointed as a Director.