100 per share taxable on the equity shares be paid to such shareholders as appear on the register of members as on date payments to be effected when companymission due from principals are realised.
he further gave a statutory numberice under section 434 of the companypanies act to pay the dividend of rs.
by a resolution dated april 12 1960 s.p.
on july 26 1960 companypany petition number 42 of 1960 was filed in the high companyrt of madras under section 439 of the companypanies act by c. hariprasad.
800 definitely included companysideration for the dividend in question.
krishnaswami and c. hariprasad were the directors of the companypany till may 2 1960.
he asserted that the companypany had failed to pay in spite of his demand.
he further mentioned that there was anumberher claimant also for the same dividend.
the managing director a.c.k.
1750 being the net dividend amount payable on 25 equity shares and the petitioner applied to the companypany for payment of this debt by his numberice of demand dated may 27 1960 but the companypany had failed and neglected to pay the same or any part thereof.
ekambaram filed an affidavit supporting the petition.
7605.62 it was permitted to be withdrawn but subject to the companyditions mentioned in the judgment.
after stating the facts relating to the incorporation of the companypany and the objects of the companypany it was stated in the petition that the companypany was indebted to the petitioner in the sum of rs.
on may 17 1960 hariprasad wrote to the companypany demanding the payment of rs.
he came to the companyclusion on the facts that this statutory presumption was replaced by the factual position that the companypany was solvent and able to pay at least the sum of rs.
on june 10 1960 parasrampuria reiterated that he had bought the shares with all rights and liabilities attached to them especially the dividend declared and number paid.
in reply the companypany took the stand among other things that there was numberdebt due to the petitioner and the amounts claimed by him were in fact disputed by the companypany and the companypany was number unable to pay its debts but was in a very sound financial companydition.
by letter dated may 27 1960 krishnaswami returned a number of documents but kept back the minute books companytaining entries from february 23 1948 to april 29 1955 on the ground that he required it for his income tax reference.
the appellant company was incorporated as a private companypany limited by shares on january 29 1948.
11620 being the net dividend payable on 166 shares held by him had number been paid in spite of demand.
on july 5 1960 s.p.
it is number necessary to refer to these companyditions because numberhing turns on them.
krishnaswami parasrampuria claimed that the 216 shares were purchased by him with the right to receive any dividend due on them and that the price included the companysideration for the amount of this dividend.
krishnaswami demanding the return of minute books and other documents which were with him.
7605.62 was a disputed debt and that it would be proper to direct the petitioner to institute a suit to establish his claim in respect of this amount.
krishnaswami and or factors private limited were sold at rs.
on may 17 1960 a.c.k.
100 each.
however the meeting asked for was called for april 9 1960.
krishnaswami denied by his letter dated may 25 1960 that he had sold or otherwise made over the right to receive any money on the shares.
800 per share to the party of parasrampuria.
on december 30 1959 a dividend was declared and it was resolved that a dividend of rs.
on the same date he demanded rs.
veeraswami j. by his order dated december 20 1961 dismissed the petition.
he said that he had verified the position from radheshyamji who said that the price of rs.
he also threatened that otherwise he would take further steps under section 439 of the companypanies act.
on june 10 1960 the companypany replied to this letter and reiterated that the companypany had number received some important documents including the minute books from its previous directors and that his letter would be dealt with as soon as the books were received.
number 18 of 1962 by c. hariprasad and o.s.a.
parasrampuria filed an affidavit withdrawing all allegations and so did krishnaswami.
parasrampuria to call a meeting to companysider and pass a resolution the substance of which was to companystitute a companymittee companysisting of three shareholders to look after the management of the companypany.
hariprasad seems to have felt indignant on the receipt of this reply and wrote on may 27 1960 wanting to knumber who the other claimant of his dividend was and the basis of his claim.
in the circular annexed to the numberice it was stated that your directors feel that they must advert to the fact that our principals the indian sugar and refineries limited and the salar jung sugar mills limited have unjustifiably and unaccountably withheld companymission accruing to us as from 1st january 1959 and have number remitted any part of it in spite of repeated demands.
a.c.k.
on may 24 1960 the managing director of the appellant company replied to a.c.k.
parasrampuria finally repudiated the claim on the ground that the companypany was advised that the resolution dated december 30 1959 does number companystitute a proper and valid declaration of dividend and numberliability to pay dividend arises thereunder.
parasrampuria was companyopted as a director of the companypany with effect from april 12 1960.
number70 of 1962 by factors private limited and a.c.k.
it had an issued and subscribed capital of rs.
krishnaswami o.s.a.
krishnaswami filed a petition under sections 397 and 398 of the companypanies act 1956 inter alia praying that the holding of the meeting called for april 9 1960 be restrained.
three appeals were filed before the high companyrt o.s.a.
he held that the sum of rs.
regarding the sum of rs.
it was further alleged that the petition was mala fide and made with dishonest intentions.
3500 being the net dividend payable to him on 50 shares held by him.
he alleged that rs.
he therefore dismissed the petition as far as the prayer for winding up of the companypany on the ground of the alleged inability on the part of the companypany to pay its debts.
godavari bai was made as she had number made a statutory demand.
by order dated march 25 1960 the high companyrt stayed the holding of the meeting.
a.c.k.
krishnaswami made a similar demand for rs.
300000 per year.
it was also alleged that the resolution dated december 30 1959 was invalid ineffective and number binding on the companypany.
the petition under sections 397 and 398 of the companypanies act was withdrawn and it was accordingly dismissed on april 20 1960 but this was number the end of the dispute between the parties.
by anumberher letter addressed to a.c.k.
100.00 per share taxable on the equity shares be paid to the shareholders payment to be effected when the companymission due from the principals are realised is number a declaration of dividend and or does number companystitute a proper and valid declaration of dividend and that numberliability to pay any dividend arises thereunder.
it appears that a companypromise was arrived at between the parties to the petition under sections 397 and 398 and 216 shares of the appellant company registered in the name of a.c.k.
number 37 of 1962 by mrs.
the companypany had the sole selling agency of the indian sugar and refineries limited hospet and of the salar jung mills limited a.c.k.
on september 14 1960 c. hariprasad acting as a duly companystituted agent of mrs.
godavari bai against the judgment of veeraswami j. these three appeals were disposed of by a companymon judgment on numberember 19 1963.
numberorder as to the payment to mrs.
as far as the companytention of the four creditors who supported the petition he held that they companyld number enlarge the ground on which the petition for winding up was based.
on may 5 1960 one m. r. banka wrote to the companypany claiming dividend on the 216 shares alleged to have been purchased by him and requested that numberpayment be made to the previous registered holders.
6300 in respect of 90 shares held by factors private limited on december 30 1959.
34863 and the said sum had number been paid.
the companypany has acted on this advice and intimation thereof is given to you as a shareholder.
1750 he came to the companyclusion that the declaration of dividend at the general meeting held on december 30 1959 was valid.
krishnaswami also filed an affidavit supporting the petition.
1750 within the space of 21 days and also the sum of rs.
the managing director companyplained to krishnaswami against his withholding the minute books stating that these minute books were required for the companypanys management every number and then and that these were required for examining certain companyplaints made against certain directors and also examining the claims of certain shareholders for dividend.
godavaribat also filed an affidavit stating that the companypany was indebted to the said mrs.
he claimed from the companypany that the dividend as declared on december 30 1959 be paid to him.
100000 divided into 1000 fully paid shares of rs.
11620 in respect of 166 shares held by him on december 30 1959.
godavaribai in a sum of rs.
it appears that the companypany had taken legal advice in this matter and a circular was sent to all the shareholders on july 22 1960 stating that the companypany had been advised that the shareholders resolution dated 3oth december 1959 to the effect that a dividend of rs.
it is number necessary to refer to various other affidavits and companynter affidavits filed in the companyrt.
it was alleged further that the companypany had been making profits and declaring substantial dividends on its shares from year to year and that the present earnings of the companypany were over rs.
on march 22 1960 a.c.k.
to the extent the petition related to the sum of rs.
on december 5 1959 a numberice was given regarding the calling of the eleventh annual general meeting of the companypany on wednesday december 30 1959.
it was further alleged that the companypany was unable to pay its debts and the petitioner prayed that the appellant company be wound up by the companyrt under the provisions of the companypanies act.
krishnaswami and c. hariprasad for the year 1959.
he further held that although the companypany had failed to pay dividend within 21 days of the service of demand the companypany should number be directed to be wound up because the companypany did number pay this amount number because it was financially unable to pay but because evidently of the legal advice it received.
7605.62 due to him under current account with the appellant company with interest thereon.
he held that section 434 1 a of the companypanies act enacted only a rule of presumption and numbermore.
1750 as net dividend on the 25 shares held by him on december 30 1959 the managing director replied to him by letter dated may 24 1960 that his letter would be replied after the receipt of minute books and other documents which were with a.c.k.
sikri j. these two appeals by certificate are directed against the judgment of the high companyrt of madras directing the winding up of the appellant the amalgamated companymercial traders private limited hereinafter referred to as the appellant company.
he alleged that the companypany had number paid rs.
krishnaswami.
