STANDARD BRANDS LTD Vs. STATE

JUDGEMENT

(1.) This is a winding-up application filed by the Additional Registrar of Companies, West Bengal, after obtaining sanction of the Regional Director, Company Law Board, Calcutta, tinder Section 439(5) of the Companies Act, 1956. The grounds alleged are that the company has suspended its business for a whole year within the meaning of Clause (c) of Section 433 of the Companies Act, 1956, and it is just and equitable that the company should be wound up under Clause (f) of Section 433 of the Companies Act, 1956.

(2.) It appears that the company was incorporated on the 18th January, 1941, as a public limited company and its registered office is situate at No. 22, Chittaranjan Avenue, Calcutta. The objects of the company, inter alia, are to acquire and hold shares, stocks, debentures, debenture-stocks, bonds, obligations and securities issued or guaranteed by the company and to carry on, inter alia, all kinds of agency business and to take part in management, supervision and control of the business of any other company association, firm and persons and to act as managing agents, agents, secretaries, directors or sole director, etc., and to carry on business as bankers, confectioners, butchers, milk sellers, butter sellers, etc. It appears that the company is a habitual defaulter in filing its statutory documents and returns under the Companies Act with the Registrar of Companies and did not hold annual general meetings. The company and directors were prosecuted, convicted and fined year after year for the years ending 31st December, 1963, 31st December, 1964, 31st December, 1965, 31st December, 1966, and 30th June, 1967. It also appears that the directors of the company were prosecuted under Section 614A(2) of the Companies Act for non-filing of the balance-sheet for the period up to 31st December, 1966, and annual return up to 30th June, 1967, and were convicted. It further appears that the company and its directors were also prosecuted for non-filing of the balance-sheets and profit and loss accounts for the years ending 31st December, 1967, 31st December, 1968, and 31st December, 1969, which ended in conviction.

(3.) It is alleged in para. 8 of the petition that the company did not file its balance-sheets and annual returns for the years ending 31st December, 1963, onwards and the company did not carry on any business from 1951 to 1960. It is further alleged that, as the company has not carried on business since 1962, there is no use in allowing the company to continue and be a drain on public fund and, therefore, it must be held that the company has suspended its business for a whole year within the meaning of Clause (c) of Section 433 of the Companies Act and it is just and equitable that the company should be wound up as provided in Clause (f) of Section 433 of the Companies Act, 1956.