Salil K.Roy Chowdhury, J. - (1.) This is an application under Section 446 read with Section 518(1)(b) of the Companies Act, 1956, for a transfer of the Title Suit No. 564 of 1978 (District Board, Rohtas v. Arrah Sasaram Light Railway Company Ltd.) pending in the Sub-Judge's Court of Sasaram and other consequential orders.
(2.) The present application was moved on the 8th of January, 1979, and an ad interim order of injunction restraining the respondents. District Board, Rohtas, its servants and agents from taking any step in the said title suit pending in the Sub-Judge's Court at Sasaram was passed. Thereafter, the parties appeared and filed their affidavits.
(3.) The facts shortly are that by an agreement dated 15th of October, 1909, between the then District Board of Sahabad and Martin & Company Ltd., for and on behalf of Arrah Sasaram Light Railway Company Ltd., the latter company was to be formed for the construction and erection of tramways or light railways between Arrah and Sasaram. On the 19th of October, 1909, Arrah Sasaram Light Railway Company Ltd. was incorporated as a public limited company having its registered office at No. 12, Mission Row, Calcutta. On the 17th of July, 1910, an agreement was entered into between the then District Board of Sahabad and Martain & Company Ltd., Calcutta, being the promoters of the Arrah Sasaram Light Railway Company Ltd. for the construction of tramways or light railways to be worked by steam power from Arrah to Sasaram through the road between Arrah and Sasaram under the jurisdiction of the said District Board on the terms and conditions of the agreement dated the 15th of October, 1909. On the 6th of March, 1911, the company, Arrah Sasaram Light Railway Company Ltd. was opened in terms of the said principal agreement dated the 15th of October, 1909. On the 19th of August, 1936, a supplementary agreement was entered into between the said District Board of Sahabad and the Arrah Sasaram Light Railway Company Ltd., whereby the parties agreed to amend a clause in the principal agreement regarding the method of computation of profit or loss. On the 26th of March, 1941, another supplementary agreement was entered into between the said District Board and the company making further amendment in the principal agreement. On 4th April, 1951, the chairman of the District Board of Sahabad by a letter to the company and others exercised the option to purchase the light railways with all the plants, buildings, stores, rolling stock, etc. Then ultimately, on the 20th of July, 1959, Arrah-Sasaram Road vested in the State of Bihar. In the meantime, it appears that the District of Sahabad was divided into two districts being District of Rohtas and District of Bbojpur. It appears that the company fell into financial difficulties and received financial assistance from the District Board of Bhojpur and, ultimately, on the 18th of December, 1974, the company issued a notice of closure with effect from 15th of February, 1976. It appears that on the 8th of September, 1975, there was an agreement between the Central Govt. and the company that the company would withdraw the notice and in consideration thereof the Central Govt., in addition to the principal agreement dated the 15th of October, 1909, entered into a separate agreement for a period of three years with effect from 1st of April, 1975, whereby the Central Govt. would advance a sum of Rs. 2,50,000 repayable with interest at the rate of 4% per annum before 31st of March, 1976, from 10th of March, 1975. There were certain letters of the Railway Board to the Eastern Railways stating that the State of Bihar would increase the subsidy. The company made its demands to the District Board of Bhojpur to make payment of the dues as per the agreement. On the 29th of November, 1977, the Central Govt. directed the company to close its operations prior to the expiry of the agreement dated the 8th of September, 1975. On the 6th of December, 1977, there was a letter from the company to the Railway Board that the company agreed to close down the operations of the said company on and from 15th of February, 1978, and on the said date, being 15th of February, 1978, the company closed its operations. It appears that the company in its extraordinary general meeting held on the 29th of March, 1978, at its registered office in Calcutta passed a resolution that the company be wound up voluntarily by members' voluntary winding-up and further resolved that M/s. S. Gupta and Ramen Mukherjee be appointed liquidators of the said company for the purpose of winding up the affairs and distributing the assets of the company with joint and several powers. The said liquidators were authorised to act jointly and severally and exercised all or any of the powers enumerated in Clauses (a) to (d) of Sub-section (1) of Section 457 of the Companies Act, 1956. It appears that in the course of the said voluntary liquidation all the formalities were complied with and the said joint liquidators took a decision to sell the assets of the said company and invited tenders for that purpose. Respondent No. 2, Technical Steel & Alloy Company Ltd., made the highest offer for the purchase of a part of the assets of the said company, namely, railway track, sleepers, rolling stock, plants and machinery lying in its premises between Arrah and Sasaram for a total sum of Rs. 95 lakhs and the same were sold by the company through the said joint liquidators to the said purchaser being respondent No. 2, Technical Steel & Alloy Company Ltd. of 23A, Netaji Subhas Road, Calcutta, on the terms and conditions incorporated in the contract and the said purchaser thereafter paid the first instalment of Rs. 12,00,000 and took steps to remove and lift the said goods purchased by them from the company. In the course of such sale the liquidators encountered enormous difficulties from the District Board, Rohtas, who ultimately on the 7th of September, 1978, filed a criminal proceeding under Section 144 of the Cr. PC.;