9911796707
TMI Blog1960 (4) TMI 39X X X X Extracts X X X X X X X X Extracts X X X X ..... filed by the appellant purporting to be under sections 185 and 195 of the Indian Companies Act, 1913, against the respondent herein for the following reliefs; namely, for a direction to the respondent to render an account of his management of the company during his period as managing director, to pay all sums that may be found due by him to the company and to restore to the company the unlawful gain to the tune of Rs. 49,000 illegally made by him in the matter of purchase of the tea factory belonging to the company and to pay other sums, namely, Rs. 7,500, being the price of tea taken by the respondent and Rs. 21,000 alleged to be due as consideration for the assignment to the respondent of a promissory note executed by the appellant in fav ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... course of his management of the company. There was no consideration for the assignment in favour of the respondent, but he filed a suit on foot of the said promissory note against the appellant, O.S. No. 16 of 1947, and obtained a decree therein. On these allegations the appellant charged the respondent with misfeasance as the company lost by the reduction of the sale price to an extent of Rs. 49,000 and as quantities of tea worth nearly Rs. 29,000 had been taken by the respondent for a sum of Rs. 7,500. The respondent was also said to be guilty even of other acts of misfeasance committed by him as managing director and as director of the company. The respondent pleaded, inter alia , that the appellant had no locus standi to file th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of the promissory note executed by the appellant in favour of the company was not relevant to this application. The learned judge's conclusion was that the appellant had not proved any of the charges levelled against the respondent to make him liable to make good any money to the company which he had retained or which he had secured utilising his position as a director of the company. He therefore dismissed the application, and hence the present appeal. The appellant's application, as already mentioned, purports to be under the two sections of the Indian Companies Act of 1913, namely, sections 185 and 195. In so far as they are material they run thus: "185. The court may, at any time after making a winding up order, require any contribu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d by one director against another director. There can be no doubt that the application is actuated by personal spite and hostility towards the respondent. As a fully paid shareholder the appellant need not be afraid of any liability being cast on him. Having regard to the facts alleged by him it is most unlikely that there will be any surplus assets of the company in which the appellant may be expected to share. There is another circumstance also which we have to take into consideration and that is the part which the appellant played as one of the directors along with the respondent. The appellant now says that the respondent as director occupied a fiduciary position vis-a-vis the company and he used his position as such to obtain undue ..... X X X X Extracts X X X X X X X X Extracts X X X X
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