SWAPAN DASGUPTA Vs. NAVIN CHAND SUCHANTI

JUDGEMENT

(1.) The material facts on record and the proceedings leading up to this appeal are, inter alia, that Sinclair Freight and Chartering Consultants P. Ltd. (hereinafter referred to as " the freight company ") was incorporated under the Companies Act, 1956, on June 20, 1968. Swapan Dasgupta, the appellant, was a subscriber to the memorandum of the freight company and under Article 11 of the articles of association of the freight company, the appellant became and was named as one of its first directors. The appellant was also appointed a managing director of the freight company and continued as such till the time as hereinafter stated.

(2.) On December 2, 1971, Sinclair Hotels P. Ltd. (hereinafter referred to as " the hotels company ") was incorporated under the Companies Act, 1956. The appellant was also one of the subscribers to the memorandum of the hotels company and under Article 11 of the articles of association of the hotels company, the appellant became and was named as one of the first directors thereof.

(3.) On July 14, 1978, a scheme of amalgamation was approved and sanctioned by this court in Company Petition No. 196 of 1978 connected with Company Application No. 39 of 1978 whereby the business and undertaking including all property, assets and liabilities of the freight company was directed to be transferred and vested in the hotels company on the terms and conditions of the said scheme. After such transfer and vesting, the freight company was directed to be dissolved.