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TMI Blog1957 (8) TMI 15X X X X Extracts X X X X X X X X Extracts X X X X ..... a company called the Gothuruthi Educational and Industrial Co. Ltd., registered on 23-9-1096 under the provisions of the Cochin Companies Act IV of 1080, and at all material times governed by the provisions of the Indian Companies Act, 1913. In M.P. No. 237 of 1123, the liquidator, who happened also to be the managing director of the company at the time of the winding up order, applied to the court under section 153 of the Companies Act for permission to convene a meeting of the members to approve a scheme for reconstituting the company and for consequential orders. This was opposed by 74 out of 141 members of the company and, in view of this opposition, the application was summarily dismissed by the court. On appeal to this court in A.S. 7 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... se was, as has been pointed out by counsel on both sides, that there would be unlimited liability after this period of 24 years was probably not appreciated by the persons who founded the company and subscribed to the memorandum of association). 3. It seem to us quite clear that the purport of the resolutions was that the reconstitution to be effected should be without any liability whatsoever to the members. It is now the common case that this is a resolution which, under the law, cannot be given effect to ; and it would therefore follow that it is impossible to reconstruct the company in the manner in which the resolutions of the members demand. The court below however sanctioned the reconstitution leaving the question as to the precise ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rt below. The costs will come out of the assets of the company. 6. In M.P. No. 1834 of 1122 brought under section 176 of the Companies Act, the dissentient member who happened to be also a creditor, levelled 11 charges against the official liquidator and demanded his removal. The court below found in favour of the liquidator on all the charges and dismissed the petition. The appeal against that dismissal is A.S. 422 of 1954. We think it unnecessary to consider this appeal on the merits since both sides assure us that practically all the assets of the company have been brought into court and almost all the liabilities met leaving a balance of about Rs. 65,000 in court deposit. Hardly anything remains to be done, and it would appear that th ..... X X X X Extracts X X X X X X X X Extracts X X X X
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