Ramendra Mohan Datta, J. - (1.) In this application the petitioner, Registrar of Companies, contends that the substratum of the company, on the basis of which it was incorporated, has gone and, as such, it is just and equitable that the company be wound up.
(2.) The assets of the company were taken over by the Government of India on April 1, 1966. The company received compensation to the extent of a sum of Rs. 17.8 lakhs. In the months of January and May, 1968, the company granted several loans out of the said sum to the total extent of about Rs. 16 lakhs to Mr. J. Mantosh, Mrs. Mantosh and Miss Daisy Mantosh upon the security of the landed property owned by them and on interest at the rate of 10% per annum.
(3.) It is contended that the payment of the said money by way of loan in favour of the said persons was illegal, void and wholly ultra vires the memorandum of association of the company. It is further urged that the said loan had been advanced in contravention of Sub-section (2A) of Section 149 of the Companies Act, 1956, and, accordingly, the auditors of the company made a qualified report dated February 28, 1973, on this point.;