LAWS(PVC)-1920-2-168

MURLIDHAR ROY Vs. BENGAL STEAMSHIP COMPANY LIMITED

Decided On February 12, 1920
MURLIDHAR ROY Appellant
V/S
BENGAL STEAMSHIP COMPANY LIMITED Respondents

JUDGEMENT

(1.) We are invited in this appeal to consider the propriety of an order dismissing a petition for the winding-up of a Company incorporated under the Indian Companies Act, 1913. The fasts are fully set out in the judgment of Mr. Justice Greaves and we need not recapitulate them.

(2.) The application is supported here on three grounds, namely, first, that the Company has suspended its business for a whole year; secondly, that there has been a dead-look, and thirdly, that the substratum is gone; the first of these grounds falls within the third Clause of Section 162 and the second and third are comprised in the sixth Clause which provides for the winding-up of a Company if the Court is of opinion that it is just and equitable that the Company should be wound-up.

(3.) As regards the first of these grounds Mr. Justice Greaves has pointed out that the matter rests entirely in the discretion of the Court, as is clear from the decisions in Metropolitan Railway Warehousing Company, In re (1868) 17 L.T. 108 : 36 L.J. Ch. 827 : 15 W.R. 1121, Middlesbrough Assembly Rooms Company, In re (1880) 14 Ch. D. 101 : 49 L.J. Ch. 413 : 42 L.T. 609, 28 W.R. 868 and Capital Fire Insurance Association. "In re (1882) 21 Ch. C. 209 : 52 L.J. Ch. 20 : 47 L.T. 123 : 30 W.A. 941. The power will be exercised only when there is a fair indication that there is no intention to carry on the business; if the suspension is satisfactorily accounted for and appears to be due to temporary causes, the order may be refused. Now, in the present case, if it be conceded, that the business has been suspended for a whole year, the suspension is due to very exceptional circumstances. To carry on their business, the Company employed a steamer and two flats. The flats were acquired by Government during the War and the Company have not yet been able to replace them in view of the rise in prices. Consequently, the suspension of business for a whole year is satisfactorily accounted for, and does not furnish an indication that there is no intention to carry on the business. In our opinion, no ground has been made out to justify the winding-up of the Company on the ground mentioned in Section 162(iii).