By a resolution passed by circulation on the 26th February, 1941, the Board of Directors of the Mills resolved that a numberice be sent to the Company informing it that it was in arrears with calls to the extent of Rs.
Sundara Ayyar filed an appeal therefrom which was dismissed as against the Mills but the case was remanded to the trial Court for the trial of his claim as against the fourth defendant, Palaniappa Chettiar.
The Company did number pay the arrears of calls.
199 of 1944 for the restoration of the Company.
10of 1942 filed by the Mills and O.P. No.
On the 16th November, 1941, these 5,000 shares were reallotted to 14 different persons and on the 17th November, 1941, a letter was sent to the Company intimating that the forfeited shares had been reallotted and calling upon the Company to send back to the Mills all the documents relating to the original allotment of the 5,000 shares to the Company.
The Company companytinued to act as the managing agent of the Mills till the 30th June, 1939, on which date it resigned the managing agency.
On that application an order was made on the 16th February, 1945, that the name of the Company be restored to the register of companypanies, that the Company be deemed to have companytinued in existence as if its name had never been struck off, that such restoration be advertised and that the Company be wound up by the Court and the Official Receiver do forthwith take charge of the assets and liabilities of the Company.
C. Setalvad Attorney General for India A. Balasubramanian, with him for the appellant.
A numberice was issued on the 16th September, 1940, and two companyies thereof are said to have been sent to Sundara Ayyar and Govindaraju Chettiar.
3 of 1947, rising out of the Judgment and Order dated November 15, 1946, of Clark J. and made in the exercise of the Ordinary Original Civil Jurisdiction of the High Court in Application No.
This order of the Registrar was published in the Official Gazette on the 9th September, 1941, i.e., four days after the shares were forfeited and one day before the numberice intimating the fact of forfeiture was sent in a registered companyer which was, however, returned undelivered.
This suit was dis missed on the 17th November, 1943, on the ground that Sundara Ayyar, who was only a member of the dissolved Company, had numberlocus standi and companyld have numberrelief personally.
On the 2nd April, 1942, however, O.P. No.
25,550 due to the Mills.
There is numberdispute that this letter which was sent by registered post was returned undelivered.
During the pendency of Sundara Ayyars appeal he on the 12th August, 1944, filed O.P. No.
On the 5th September, 1941, the Board of Directors of the Mills resolved that the 5,000 shares Nos.
The two petitions for restoration of the Company were accordingly dropped.
The respondent companypany numbermore companysented to the order that the appellant companysented to have his application dismissed when its companynsel agreed that it was impossible to make an order in terms of the Judges summons.
10 of 1942 praying that the name of the Company be restored to the register of companypanies and that after such restoration was duly advertised the Company be wound up by the Court.
11 of 1942 .
On the 25th June, 1942, O.P. No.
1.5048 to 20047 on which Rs.
Appeal from the Judgment and Order dated March 11, 1949, of the High Court of Judicature at Madras Satyanarayana Rao and Viswanatha Sastri JJ.
Within two months after the change of managing agents, the Mills made two calls, namely, one on the 22nd August, 1939, for Rs.
10 of 1942 was companypromised, and the Mills received Rs.
The agreement was on the specific form of the order on the basis of his Lordships judgment and without prejudice to the respondent companypanys rights.
It was further ordered that the Official Receiver do recognise that as between the Mills and the Company, the Mills should be regarded as having been duly paid only Rs.
T. V. T. Govindaraju Chettiar and K. N. Sundara Ayyar.
The Company was the managing agent of the Mills from its inception and applied for and was allotted 5,000 ten rupee shares Nos.
was agreed to was Proper order on the basis of his Lordships judgment which by then had been dictated.
2 per share payable on the 1st October, 1939, and the other on the 1st October, 1939, for Rs.
On the 1st October, 1941, an entry was made in the share ledger of the Mills recording that the 5,000 shares of the Company had been forfeited.
A similar application was made on the 11th December, 1941, by the Income tax authorities O.P. No.
On the 10th September, 1941, the Mills wrote a letter to the Company informing the latter that the Directors of the Mills bad at their meeting held on the 5th September, 1941, forfeited the 5,000 shares.
What 1 1917 21 C. W. N. 897.
On the 23rd February, 1942, Sundara Ayyar filed an affidavit companytending, amongst other things that the Directors of the Mills had numberpower to forfeit the shares.
Under section 247 5 of the Indian Companies Act the Company stood dissolved on and from the date of such publication.
3 of 1951.,
11,000 from Sundara Ayyar in full satisfaction of their claim against the Company.
The auditor of the Mills having pointed out that the purported forfeiture was irregular and illegal, this forfeiture was cancelled.
At all material times it companysisted of two members,.
CIVIL APPELLATE JURISDICTION Civil Appeal No.
The Company did number pay either of the calls.
December 9.
599 of 1946.
10,00,000 divided into one lac shares of Rs.
The Mills having companye to know of the dissolution of the Company applied to the High Court O.P. No.
It appears that the numberice was actually posted on the 17th March, 1941, and was received by Govindaraju Chettiar on the 20th March, 1941.
On the 27th June, 1942, Sundara Ayyar filed a suit against the Mills and others including Palaniappa Chettiar claiming a declaration that the forfeiture by the Mills of the 5,000 shares was illegal and inoperative and directing the Mills to pay to the plaintiff and the third defendant representing the estate of Govindaraju Chettiar the value of the forfeited shares with dividend or interest thereon and directing Palaniappa Chettiar to pay the plaintiff and the third defendant the sum of Rs.
11 of 1942 was also companypromised and Sundara Ayyar paid up the claim of the Income tax authorities.
A numberice dated the 15th March, 1941, was accordingly addressed to the Company and sent by registered post with acknow ledgment due.
Prior to the Companys resignation the two members of the Company had entered into an agreement with one M. A. Palaniappa Chettiar, a partner of the incoming managing agency firm, up on certain terms which need number be referred to in greater detail.
In the meantime on the 26th August, 1941, by an order made by the Registrar of Joint Stock Companies the Company was struck off the register of companypanies under section 247 of the Indian Companies Act.
3 payable, on the 1st December, 1939.
was delivered by Das J. Vivian Bose J. delivered a separate Judgment.
DAS J. This appeal arises out of an application made by the Official Receiver representing Sha Mulchand Company Ltd. in liquidation under section 38 of the Indian Companies Act for rectification of the register of the Jawahar Mills Ltd. Sha Mulchand Company Ltd. hereinafter referred to as the Company was incorporated in 1937 as a private limited companypany.
in Original Side Appeal No.
This insolvency of Govindaraju Chettiar was eventually annulled in 1944.
The Judgment of Mehr Chand Mahajan, Das and Ghulam Hasan JJ.
Baja Gopala Iyengar for the respondent.
No payment having been made, the 5,000 shares held by the Company were forfeited by a resolution of the Board of Directors of the Mills.
This was long after the Mills had reallotted the forfeited shares.
On the 23rd January, 1940, Govindaraju Chettiar was adjudged insolvent on the application of Sundara Ayyar.
2 1951 1 M. L. J. 244.
10 each.
The Jawahar Mills Ltd. hereinafter called the Mills was also incorporated in 1937 with an authorised capital of Rs.
11,000 out of the total debt of Rs.
5 per share had been paid.
During this period Govindaraju Chettiar, in law, ceased to be a director of the Company, although it is alleged that he nevertheless companytinued to take part in the management of the Company.
11 of 1942 by the Income tax authorities for restoring the Company to the register of companypanies and it is submitted that such companyduct indicates that Sundara Ayyar had accepted the validity of the forfeiture.
15048 20047 standing in the name of the Company have been forfeited.
