JADU NANDAN GOSWAMI Vs. ASHUTOSH GOSWAMI

JUDGEMENT

(1.) This is an appeal against an order made by the District Judge of Bankura under Section 214 of Act VI of 1882 (the Indian Companies Act), dated the 8 June 1901, directing the Directors of "The Chhatna Lakshmi Narianpore Helping Fund Company, Limited," to refund to the Company Rs. 11,698-12-5 with interest, and a further sum of 264 rupees 7 annas to certain shareholders described as the Bankati people. These persons were entitled to receive, and were recorded as having received, certain sums from the Company. They really received less than the amounts recorded This sum of rupees 264-7 represents the difference between the amounts they actually received and those they are recorded as having received.

(2.) It has been argued on behalf of the appellants (1) that there had been a voluntary winding up, and that therefore the District Judge had no jurisdiction to wind up the Company, and (2) that the order under Section 214 is bad, as it is made against the Directors generally and not against the individuals who were actually responsibly for the particular acts of misappropriation.

(3.) From the evidence on the record it appears that the shareholders were much dissatisfied with the way in which the business of the Company Was carried on, and that on the 11 of Jaistha 1306, corresponding to the 24 May 1899, a large and turbulent mob of subscribers attended at the office of the Company, and the Directors then arranged that they would have a special sitting to enable the shareholders to get their money back. At a meeting held on the 29 Assar 1306, corresponding to the 13 July 1899, the Directors, who appear to have been in considerable alarm for their safety, appealed to the Magistrate for protection and offered to pay Rs. 5,000 to make good the losses of the Company. They decided to abolish the Company by convening a general meeting on the 10 Sraban, that is, the 25 July, for that purpose, and directed notices to be issued. The meeting was held and the Magistrate was present, and appointed two gentlemen as liquidators and directed that the Company's balance and the Rs. 5,000 found by the Directors should be divided amongst the subscribers. This proceeding by the Magistrate, though probably the best thing that could be done in the interests of the shareholders, could only stand, if all the parties consented to it. Some shareholders did not, and accordingly a petition was presented to the District Judge by the dissentient shareholders, and an order was made on 25 September, 1899, under Section 136 of the Companies Act, winding up the Company. An Official Liquidator was appointed, and, on the strength of his report, a notice was served on the Directors calling on them to show cause why they should not be compelled to repay the moneys misappropriated. After hearing them, the learned Judge made the order, now appealed against, under Section 214 of the Companies Act.