FRAMROZE RUSTOMJI PAYMASTER Vs. BRITISH BURMAH PETROLEUM CO LTD

JUDGEMENT

(1.) At the hearing of notice of the motion dated 26th December, 1970, the defendants have propped three issues as to jurisdiction to be tried as preliminary issues under section 9A, Civil Procedure Code, as applicable to the State of Maharashtra. None of the defendants has filed its or his written statement. I have, however, allowed the defendants to take all their objection as to jurisdiction of this court at this stage.

(2.) It will be necessary for the appreciation of the contentions taken by the defendants that some facts which are not in dispute be stated. The plaintiffs are some of the shareholders of the 1st defendant, the Births Burma Petroleum Co. Ltd. (hereinafter for the sake of brevity referred to as "the company"). The company was incorporated as a limited company in England in 1910. It has its registered office in London. It has established a place of business in Bombay and has its head office in India in Bombay. The company has delivered to the Registrar of Companies, Bombay, from time to time the necessary returns required to be filed with him by a foreign company under the provisions of the Companies Act, 1 of 1956 (hereinafter referred to as "the Companies Act"). In the said returns the company has nominated F. S. Panthaki, who is the secretary of the company, as person authorised to accept on behalf of the company service of all processes and any notice or other documents required to be served on the company. The said Panthaki resides and works for the company in Bombay. 95% of the shares of the company are held in India. The company was formed, inter alia, for carrying on business of acquiring, prospecting for, developing, refining and selling mineral oils and to acquire shares in certain existing companies doing similar business in Burma. During the 1939-45 war, when the Japanese conquered Burma, the installations of the company were destroyed by military action taken by retreating British forces. Thereafter, for some time the company tired to recover Compunction for this loss from the British Government. Although the company succeeded in litigation, ultimately an Act of British Parliament was passed and the hopes of the company to recover any compensation came to an end. At a general meeting of the company held in Bombay on 13th December, 1965, it was proposed to wind up the company, but that meeting had to be postponed. In 1970 some of the shareholders of the company filed in this court Company Petition No. 76 of 1970 for widening up the company, inter alia, on the ground :

(3.) The present suit was filed on 30th November, 1970. In the suit the plaintiffs have prayed for a declaration that defendants Nos. 2 to 7 are not entitled to act as directors of the company, that the said directors have illegally drawn remuneration, that accounts be taken of such illegal drawings and that the said directors be directed to return such amount as may be found due on taking such accounts. The plaintiffs have also prayed for a declaration that the resolution passed at the general meeting on 8th December, 1970, amending the objects clause in the memorandum of association was illegal and void. Certain injections and other reliefs have also been prayed for.