PREM CHAND JAIN,J. - (1.) RONAQ Singh and others have filed this petition under Sections 433, 434 and 439 of the Companies Act, 1956 (hereinafter referred to as " the Act"), for the winding up of the respondent-company. The facts stated therein may briefly be recapitulated.
(2.) THE Ambala Bus Syndicate (Private) Ltd. (hereinafter referred to as "the company") was registered under the Indian Companies Act, 1913, and is an existing company under the Act. The company was registered as a private limited company. The registered office of the company is situate at Rup-nagar in the State of Punjab. The authorised capital of the company is Rs. 15,00,000 divided into 60,000 shares of Rs. 25 each. The paid-up capital of the company is Rs. 12,13,700 of 42,548 subscribed shares. The petitioners are the shareholders of the company, except petitioners Nos. 9, 14 and 21. The total share of the petitioners is Rs. 2,17,200. The petitioners are also creditors of the company for a sum of rupees 4,98,758. 25. The petitioners sent a notice on the 2nd and 3rd of August, 1977 (copy annex. " D " to the petition), demanding their amount from the company, to which a reply was sent through a counsel by the company saying that the amount of the petitioners was being used as a working capital and that the interest had been reduced by the company, vide resolution of the board of directors, dated 29th of September, 1972, from 18 percent, to 15 per cent. Again, a notice was sent on 7th of September, 1977, requiring the respondent-company to pay the amount of Rs. 5,54,225. 25. In reply dated 30th of September, 1977, 23 cheques of the value of Rs. 34,897. 50 calculated at the rate of 8. 33 per cent, of the total deposits, were sent. The total liability had been calculated by the company by reducing the rate of interest from 18 percent, to 15 per cent, on the basis of the directors resolution dated 29th of September, 1972, which was a unilateral resolution and the petitioner-creditors were not bound by the same. The petitioners did not encash the 23 cheques sent by the respondent-company.
(3.) IT is further stated in the petition that the total indebtedness of the respondent-company towards petitioners Nos. 9, 14 and 21 as on 31st of August, 1977, comes to Rs. 25,258, Rs. 31,394 and Rs. 20,487. 70, respectively, whereas their credits are shown by the respondent-company as on 31st of March 1977, at Rs. 21,737. 90, Rs. 28,105. 60, and Rs. 18,330. 90, respectively.;