- (1.) This application for winding up of the Darjeeling Bank Ltd. (hereinafter referred to as the company) has been brought on before me for directions in the following circumstances:
(2.) The petitioner, Satis Chandra Bose, is a creditor of the company in respect of several sums due upon several accounts, namely Current Account, Savings Bank Account and Fixed Deposit Accounts. On 7-1-1947 the petitioner served on the company a notice, addressed to the General Manager, Darjeeling Bank, Ltd., 31, Ashutosh Mukherjee Road, which is the registered office of the company, demanding payment of Rs. 2250 out of his savings bank account and Rs. 414 out of his current account for which he had issued 2 cheques and threatening to take legal steps. On 7-1-1947 one of his fixed deposit accounts matured for payment and on the same day the petitioner served a similar notice demanding payment of the sum of Rs. 16,000 for principal and Rs. 400 for the interest due upon the said fixed deposit account.
(3.) Perhaps apprehending that the petitioner might move for the winding up of the company on the expiry of 21 days after the date of his demand notices the company on 20-1-1947 presented before me a petition under Sections 153 and 153A, Companies Act, and prayed for leave to convene meetings of its creditors and shareholders to consider and, if thought fit, to approve, with or without modification, a scheme of amalgamation with Mahaluxmi Bank Ltd. (a scheduled bank) and for payment of its liabilities in the manner proposed in that scheme. The proposed scheme, broadly speaking, was that the company would transfer all its assets and liabilities to the Mahaluxmi Bank Ltd. and the latter would take them over and pay the creditors in the manner following, namely, 25% by allotment of shares in Mahaluxmi Bank Ltd. and in default of such allotment of shares within one year by payment in cash after the 10th year and the remaining 75% in three equal instalments of 25% payable in cash of all accounts other than fixed deposit accounts, within 6 months, one year and two years respectively from date of sanction; 75% of the amounts due on fixed deposit accounts would be renewed for the same period for which they were deposited and would be paid in two equal half yearly instalments after maturity after renewal. It is not necessary to refer to the other terms of the proposed scheme. In the petition in support of the scheme it was shown that at the end of the year 1945 the subscribed capital of the company was Rs. 19,58,100 and the paid up capital was Rs. 10,44,619. The arrears of call and/or uncalled capital we re therefore about Rs. 9,14,000. The company had at that time 14 branches. It was further shown that the total liabilities to the depositors and others were Rs. 72,81,708 while its total assets came up to Rs. 77,86,821 leaving a surplus of about Rs. 5 lacs. The difficulties of the company were attributed to the abnormal situation prevailing in the country which adversely affected many banking concerns. A copy of a letter dated 14-1-1947 written by the Managing Director of Mahaluxmi Bank Ltd. was annexed to the petition. It was stated in that letter that the last mentioned Bank might be prepared to amalgamate the company with themselves on the terms proposed or with such modifications as might be suggested by their auditors after scrutiny of the assets and liabilities of the company. Reading the letter carefully it will appear that the Mahaluxmi Bank Ltd. did not commit themselves in any way but I cannot say" that the suggestion of amalgamation with a scheduled Bank did not in any way induce me to grant leave to the company to convene the meetings of its creditors and shareholders. On the presentation of the petition. I fixed the dates of the meetings which I gave leave to be convened and gave the usual directions for advertisements and service of notices on individual shareholder and appointed a member of the Bar as the Chairman of the meetings. Seeing that it was proposed that the auditors of Mahaluxmi Bank Ltd. would examine the accounts and that his report would be available before the meetings I did not think it necessary to appoint an independent auditor to investigate into the affairs of the company as I usually do in applications of this kind.;