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Issues Involved:
1. Liability determination of the parties involved. 2. Question of limitation under section 235 of the Indian Companies Act, 1913. 3. Liability of Smt. Subhadra Devi and her sons under section 235(1). Detailed Analysis: 1. Liability Determination of the Parties Involved: The appeals arose from the liquidation proceedings of Sukh Sancharak Company (Private) Limited, a private limited company with 3,000 shares held by three brothers. Due to disputes among the brothers, Brijendra Pal Sharma filed for the winding-up of the company on May 9, 1949, and a provisional liquidator was appointed on May 10, 1949. The official winding-up order was issued on May 14, 1952, and the provisional liquidator was appointed as the official liquidator on May 27, 1952. The official liquidator moved an application under section 235 of the Indian Companies Act, 1913, based on an audit report dated November 6, 1954, which apportioned liabilities among the parties. The liabilities were affirmed by the learned company judge, with a minor reduction for Shakti Pal Sharma's branch due to an arithmetical mistake. 2. Question of Limitation under Section 235 of the Indian Companies Act, 1913: The primary issue was whether the three-year limitation period under section 235(1) should commence from the appointment of the provisional liquidator on May 10, 1949, or the official liquidator on May 27, 1952. The court held that the limitation period starts from the date of the official liquidator's appointment after the winding-up order, i.e., May 27, 1952. The court reasoned that the words "in the winding up" in section 235(1) refer to the official liquidator appointed after the winding-up order, not the provisional liquidator. This interpretation ensures that the limitation period does not commence before the official liquidator can investigate the company's affairs. The petition by the official liquidator was therefore within time. 3. Liability of Smt. Subhadra Devi and Her Sons under Section 235(1): Smt. Subhadra Devi and her sons contended against their liability under section 235(1). The official liquidator claimed that Smt. Subhadra Devi was liable for sums taken by her late husband, Shakti Pal Sharma, and for personal withdrawals. The court found that Smt. Subhadra Devi was not a director and had not acted in any capacity mentioned in section 235(1). The court held that section 235(1) does not extend to heirs or legal representatives for liabilities incurred by the deceased. The liability under section 235 is quasi-criminal, and no one can be held vicariously liable for another's tort or quasi-crime. Therefore, Smt. Subhadra Devi and her sons could not be held responsible under section 235(1) for her husband's actions or her own withdrawals. However, this decision does not preclude the official liquidator from proceeding against them as contributories. Judgments: - Special Appeal No. 22 of 1960: Allowed in favor of Smt. Subhadra Devi and her sons, with costs awarded to them. - Special Appeals Nos. 587 of 1959 and 29 of 1960: Dismissed, with costs awarded to the official liquidator from the appellants.
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