Salil Kumar Dutta, J. - (1.) This is an appeal from the judgment and order of Ramendra Mohan Datta J., dated March 21, 1975 (see page 211 supra) whereby the application of the Registrar of Companies for winding up the company was dismissed.
(2.) The respondent-company (hereinafter referred to as " the company "), a public company, was incorporated on November 29, 1913, and the main objects for which the company was established as set forth in the memorandum of association are as follows : " 3(a) To construct, complete, equip and make ready for public traffic and to work, maintain and carry on a line of railway between the towns of Burdwan and Cutwa in the district of Burdwan in Bengal and to undertake the construction, completion and making ready for traffic of such line and to form junctions with the East Indian Railway and to pay for the plans and survey made of the railway to be constructed and the cost of providing and maintaining police for the protection thereof and to make arrangements with the Secretary of State for India in Council, through the Government of India, Railway Department, for the working and carrying on the said railway and any extension or branches thereof, and with a view thereto to enter into the agreement referred to in Clause 2 of the company's articles of association. (b) To carry the said agreement into effect and to undertake all the obligations and stipulations thereof, with or without modification. "
(3.) The other objects, which have some relevance, are embodied in Sub-clauses (d), (e), (g), (n), (q), which are as follows : " (d) To equip, maintain, and work by steam, electricity or other power the said railway or any other railway belonging to the company or which the company may possess a right to run over and work. (e) To carry on the business of tramway, railway, omnibus and van proprietors and carriers of goods and passengers and manufacturers of and dealers in tramway carriages, trucks, locomotives, accumulators, dynamos and other engines and other chattels, effects and conveniences required for the making, maintenance, equipment and working of railways. (g) To carry on the business of refreshment, caterers and contractors and ice merchants in all their respective branches. (n) To sell the undertaking of the company or any part thereof for such consideration as the company may think fit, and in particular, for shares, debentures or securities of any other company having objects altogether or in part similar to those of this company. (q) To borrow and raise money in such manner as the company shall think fit and in particular by the issue of debentures or debenture-stock perpetual or otherwise charged upon all or any of the company's property (both present and future) including its uncalled capital, and to apply the moneys so raised or any part thereof for all or any of the purposes of the company; to make, accept, endorse, execute and issue promissory notes, bills of exchange, debentures and other negotiable or transferable instruments and to invest the money of the company not immediately required upon such securities as may from time to time be determined. ";