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Issues:
1. Validity of placing the appellant's name in the list of contributories by the Official Liquidator. 2. Resolution passed by the board regarding the appellant's liability on shares. 3. Interpretation of section 91-B of the Indian Companies Act. 4. Fiduciary duty of a director towards the company. Analysis: 1. The judgment concerns an appeal against the Official Liquidator's decision to include the appellant's name in the list of contributories of a company that was wound up compulsorily. The company had a history of operating at a loss, and the appellant, as a director and managing agent, was involved in a resolution to relieve himself from liability on his shares by setting off a debt owed to him by the company. 2. The resolution in question, passed by the board, authorized the managing agents to receive capital due on shares beyond the sums called for and set off the appellant's debt against his share liability. However, the validity of this resolution was questioned, especially considering the provisions of section 91-B of the Indian Companies Act, which prohibits directors from voting on matters in which they have a personal interest. 3. Section 91-B of the Indian Companies Act states that a director cannot vote on a contract or arrangement in which they have a direct or indirect interest. In this case, the appellant and his brother, who were directors, were personally interested in the resolution regarding the set off, which raises doubts about the validity of the transaction. 4. The judgment also delves into the fiduciary duty of a director towards the company. Citing precedents and legal principles, the court emphasized that a director must act in the best interest of the company and avoid conflicts of interest, even if the conflicting interest is held beneficially or as a trustee for others. The court highlighted the importance of upholding fiduciary duties in corporate transactions. In conclusion, the appeal was dismissed, upholding the Official Liquidator's decision to include the appellant in the list of contributories. The judgment underscores the need for directors to act in the company's best interest, avoid conflicts of interest, and adhere to legal provisions governing corporate governance.
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