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Issues Involved:
1. Whether the company is unable to pay its debts. 2. Whether it is just and equitable that the company should be wound up. Issue-wise Detailed Analysis: 1. Whether the company is unable to pay its debts: The petitioners, Messrs. K.K. Dutt & Co. and Surendradeb Manna, claim that the company is unable to pay its debts and seek to rely on the presumption created by section 163(i) of the Companies Act. Statutory demands dated April 5th, 1930, were addressed to the company at No. 2, Circular Road, Taliganj, Calcutta, and were received by Satindra, the company's secretary at that time. However, the objection was raised that the registered office was at Padmapukur Road, not Taliganj, and no notification of the change was given to the Registrar of Joint Stock Companies until April 14th, 1930. The court held that the petitioners are not entitled to rely on the presumption afforded by section 163(i) because the statutory notice was not served at the registered office at No. 25, Padmapukur Road. The petitioners can still show aliunde that the company is unable to pay its debts. However, Mr. Page argued that neither debt is undisputed. For K.K. Dutt & Co., allegations were made that the firm had drawn large sums from the company and obstructive attitudes prevented other shareholders from verifying the accounts. The court found the denial of the firm's claim evasive but noted suspicious circumstances, such as the firm's solicitor presenting the petition and the lack of affidavits from firm members. The court concluded there is a bona fide dispute regarding the attorney's claim, which cannot ground a compulsory winding up order. Surendradeb Manna's claim, based on a 1922 consent decree, was not seriously pressed. The court found it hard to see how it could be a debt due from the company, which did not exist at that time, and doubted whether its inclusion in the company's objects made it a debt for winding up purposes. Questions of limitation were also raised. Thus, the petitioners failed to show that the company is unable to pay its debts within the meaning of section 162(v) of the Act. 2. Whether it is just and equitable that the company should be wound up: The court considered whether it is just and equitable to wind up the company under section 162(vi). The formation of the family company did not resolve the disputes, but this alone is not a reason for winding up. The court stated that it must be shown that the company's substratum has gone, or a deadlock has arisen, making it impossible to carry out its objects. The Manna Estate still exists, and the company has been in possession of it. No deadlock was claimed while Rabindra and Satindra held office. The court reviewed cases on deadlock, noting differences between trading and non-trading companies and specific provisions in articles of association. In Lock v. John Blackwood, Limited, the Judicial Committee found justifiable loss of confidence due to directors' misconduct. In this case, the validity of the April 11th directors' appointment is disputed, and no misconduct has been shown since. The court emphasized that dissatisfied shareholders should seek a majority to elect a new directorate. Practical difficulties do not entitle them to a winding-up order. The court concluded that the grounds for winding up have not been established and dismissed the petition, making no order as to costs due to the peculiar circumstances of the case.
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