S.C.Ghose, J. - (1.) This is an application made by Lokenath Gupta, Kanailal Agarwalla and Ramratan Panday, three directors of the Credits Private Limited, hereinafter referred to as the said company for an order for winding up the said company on the ground that it is just and equitable that the said company should be wound up. The registered office of the said 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.
(2.) 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, 1958, Anand Mohan Gupta was appointed the managing director of the said company for a period of 10 years by a resolution passed by the board of directors of the said company, The banking accounts of the said company are with the Bank of India Limited, Burrabazar branch and the Punjab National Bank Limited, Lyons Range. The said accounts could be and can be operated by the petitioners, Lokenath Gupta and the said Srikrishnadas Agarwalla.
(3.) The grounds for winding up have been set out in paragraph 16 and the sub-paragraphs thereunder. The main allegations are as follows : (a) Since June 29, 1961, the said Anand Mohan Gupta has ousted the entire board of directors from the management of the company and has been mismanaging the affairs of the company to the prejudice of the company and its shareholders. (b) The balance-sheet of the company as on September 30, 1961, and the profit and loss account of the company for the year ending September 30, 1961, has not yet been filed. (c) The managing director of the company has been committing defaults in filing its annual returns since June 29, 1961, in spite of notices and reminders from the Registrar of Companies. (d) The company has not held any general meeting since 1961 in spite of repeated notices from the Registrar of Companies, West Bengal. (e) In spite of requests Anand Mohan Gupta has not called any meeting of the board of directors of the company. (f) The books of accounts of the company and other papers have been taken possession of and removed by Anand Mohan Gupta from the registered office of the company. (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 personal benefit.;