1967 (8) TMI 75

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....company is situate at No. 65/1, Maharshi Devendra Road, Calcutta. The said company was incorporated in the year 1958 and is a private company limited by shares. The objects for which the said company was established have been set out in paragraph 5 of the petition and sub-paragraphs thereunder. The said company was promoted by Kanailal Agarwalla and his son, Lokenath Gupta, two of the petitioners, one Srikrishnadas Agarwalla and his son, Anand Mohan Gupta, both of No. 23, Garanhata Street, Calcutta. The said promoters were appointed the first directors of the company and are still the directors of the said company. On or about November 8, 1558, Anand Mohan Gupta was appointed the managing director of the said company for a period of 10 y....

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....g)Anand Mohan Gupta has been collecting the dues of the company from various parties and misappropriating the same to his own personal use. (h)Anand Mohan Gupta is in possession of the assets of the company, and has been trying to sell or dispose of the properties and assets of the company without sanction of the board of directors. (i)Srikrishnadas Agarwalla used to make over blank cheques signed by him to Ananda Mohan Gupta who used to encash the same and utilise the proceeds thereof for his own persona] benefit. The allegations of the petitioners further are that the substratum of the company is gone. The said company, according to the petitioners is in the nature of and in substance a partnership, the shareholders of the com....

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....td. [1924] AC 783, 788, 791, 793, 796. It must be stated at the outset that the grounds of lack of confidence in the persons in control of the company have not been alleged in the petition and as such I am unable to take any notice or consider the said grounds in the instant case. It is true that where the substratum of the company has gone or its only business has become impossible it has been held that it was just and equitable ground for winding up (See In re Haven Gold Mining Co. [1882] 20 Ch. D. 151, In re Taldua Rubber Co., [1946] 2 All ER 763 In re Hindustan Co-operative Insurance Society Ltd. [1960] 65 CWN 68. But where the substratum has not completely gone and other business can be carried on, the company should not be direc....