{"id":59213,"date":"1960-12-09T00:00:00","date_gmt":"1960-12-08T18:30:00","guid":{"rendered":"https:\/\/www.legalindia.com\/judgments\/in-re-bilasrai-juharmal-and-anr-vs-unknown-on-9-december-1960"},"modified":"2016-03-26T22:35:50","modified_gmt":"2016-03-26T17:05:50","slug":"in-re-bilasrai-juharmal-and-anr-vs-unknown-on-9-december-1960","status":"publish","type":"post","link":"https:\/\/www.legalindia.com\/judgments\/in-re-bilasrai-juharmal-and-anr-vs-unknown-on-9-december-1960","title":{"rendered":"In Re: Bilasrai Juharmal And Anr. vs Unknown on 9 December, 1960"},"content":{"rendered":"
Bombay High Court<\/div>\n
In Re: Bilasrai Juharmal And Anr. vs Unknown on 9 December, 1960<\/div>\n
Equivalent citations: AIR 1962 Bom 133, (1961) 63 BOMLR 815, 1962 32 CompCas 215 Bom<\/div>\n
Bench: Naik<\/div>\n<\/p>\n
<\/pre>\n
ORDER<\/p>\n
(1) This is a petition  for winding  up  of a Company  called the Akola Electric  Supply Company (Private) Limited (hereinafter  referred to as the Company) under Section  439 of the Indian Companies Act  of  1956.  When this petition came  up  before S.  M.  Shah, J  for  admission,  the  learned  Judge  did not  accept  the petition and  rejected the  same in  limine.  An  appeal was preferred to the  Division Bench  of  this Court (Appeal No. 1  of 1960). In appeal, the Division Bench  set aside the  order of  dismissal,  admitted the  petition and sent it  down  for final   hearing.  The  order that  was  passed by the Division Bench was on the basis  of  certain consent terms  arrived at  between the  parties under which  the  respondent-Company  gave an undertaking   that the  amount of  compensation   that  may  be  received   by the Company   from the Bombay  State Electricity  Board  would  be  deposited with the Company’s  Solicitors,  M\/s.  Kanga  and Co., pending  the  hearing and  final disposal  of the  petition on merits  in the  trial  Court.  The  usual formalities such as  advertisement  and  notices  being  served, and the  necessary  preliminaries having  been  completed,  the  matter has now  come up  before me for final hearing.  Before  adverting  to  the  affidavits  that were  tendered  before me  at the   stage of the final  hearing  and  the reasons,  which  induced  the petitioners  to do  so,  it is necessary  to set out  the facts in so far  as they  are necessary  for  determining  the  matters of  controversy  between  the parties.  I  will begin with  the facts which  are  either  admitted or  over which there  is not  much dispute. <\/p>\n
 (2) The  aforesaid  Company  was incorporated   in  the year 1930  under the Indian  Companies Act.  1913.  It appears that the shares of the Company were purchased  by the present  share-holders in  about the year 1937. The  authorised  capital  of  the Company  is  rupees   four  lakhs  divided  into  eight  thousand  shares of  Rs. 50\/- each.   The subscribed  and  paid-up  capital  of the  company  is rupees  three lakhs  divided  into   six  thousand  fully   paid-up   shares of  Rs. 50\/- each.  The  said  six  thousand  shares  in the share  capital   of the Company  are held   as under:\n<\/p>\n
 1.  Bilasrai  Juharmal  (1st  petitioner)             . . .    1500  Shares\n \n 2.  Jugmohanlal  Rungta  (2nd petitioner)        . . .     1000       \"\n \n 3.  Brijlal  Ramjidas and  the (1st petitioner)  . . .     1000       \"\n \n 4.  Mahavirprasad Badridas     . . .     1000       \"  \n \n 5.  Narandas Ramjidas                                        . . .      900        \"\n \n 6.  Radhakrishna  Brijlal      . . .     500         \" \n \n 7.  Brijlal  Ramjidas       . . .     100         \"\n \n      ________________\n \n                   Total    6000  Shares. \n \n\n  \n<\/pre>\n
 (3) The Managing Agents of the Company were M\/s.  Brijlal  Bilasrai  and Co.  For  over twenty years. The ostensible  partners of the said Managing Agents  firm were the first  petitioner and the said Brijlal  Ramjidas  and  the said  Managing  Agents firm was merely the  nominee  or  benamidar of  M\/s. Sarupchand Prithiraj, a partnership  firm  consisting  of  nine  partners including  the members of  the company referred to above. The Managing Agents  were carrying  on the management  of the  Company till 1957.  Since then the management  of the company  is  being carried on by three Directors viz., Mahavirprasad  Badridas, Narandas  Ranjidas  and  Radhakrishna Brijlal.  The  members of  the Company  are divided  into  two groups.  One  group  comprises  the two  petitioners who are father  and   son respectively and the other group consists  of   Brijlal  Ramjidas, Mahavirprasad Badridas,  Narandas  Ramjidas  and Radhakrishna  Brijlal.  The  group  of  the  petitioners may, for the  sake of  convenience, be called  as Bilasrai  group  and the other group  of  the  remaining  four members of the Company  headed by  Brijlal Ramjidas  may  be  called  as Brijlal  group.   The members of   Brijlal group  are  closely   related to one another. Disputes  have  cropped  up between  the two  rival groups, at  any rate, since  1956  and one of the  reasons for  these disputes  appears  to be  that  the  dividends are not being distributed  to the members of  Bilasrai group. The petitioners filed an  application (I. C. No.  75 of  1956)  for winding up   the Company mainly on the ground   that the members of Brijlal group  were conducting themselves in a manner oppressive to the petitioners and  prejudicial to the interests of the Company. The case of  non-distribution of dividends was cited as an instance in point.  No orders  were  passed on this  applications, because the Company  deposited in Court the amount of the claim made by the petitioners  in respect of the dividends  due  to them.  Thereafter on 29-3-1957  the  petitioners  filed another application (I. C. No.  81 of  1957) under Secs.  397, 398 ,  402 and  439   of the Indian Companies Act of  1956. The prayer, however,  for  winding-up the  Company was  abandoned  at a later  stage. The said petition came up for hearing before  Coyajee,  J.  And  the  learned Judge  declined to accept  the same.  The  petitioners went in appeal.  In the meantime, the  petitioners  had  filed suits  in the  City Civil Court for the  recovery of the   amount of dividends  due  to them. In the course of appeal  before the High Court, an   undertaking   was given  by the members of   Brijlal  group  to  the effect that  the dividends  would not  be  distributed  till the disposal  of the suit   pending  before the  City Civil Court.  The appeal,  therefore, was not  pursued and the matter was dropped. On 6-12-1959  the  licence granted to the Company  by the Government  under the provisions  of the Indian Electricity  Act  expired.  It  may  be mentioned  at  this stage that since  its incorporation   the  only  business  that the Company was carrying  on was  to run  the  undertaking of  supply of  electricity  energy  to the  citizens  of Akola.  On the  termination of the licence,  the  Bombay State Electricity  Board  has taken over the work  of distributing  the  electric  energy to the citizens   of  Akola  and the immovable   properties  of the Company  also were taken  charge of by the  said Board.  The Company.  Through their Directors,  have  laid  their  claim for compensation by  reason  of the Company having  been taken over  by the Government.  They  have also contended  that some of  the  immoveable properties belonging  to the Company  have  been wrongly  taken possession  of  by the Government. The Company, therefore, has  asked  for  the return  of the properties  wrongly  taken over by the Government.  This claim is  also disputed  by the  Board.  Within  a  few  days  from  the  expiry of  the period  of the  licence,  that is  on the  18th  December 1959, the  petitioners  have lodged this petition  for winding  up  the Company.\n<\/p>\n
 (4) I will now advert to the main allegations  on which  the  prayer for winding  up is sought to  be  based. These allegations  can  be  divided  into  two categories.  First, the Company  is,  more or  less,  a  glorified  partnership;  that irreconcilable disputes have arisen  between the  members  of the  two  groups; that   the management  of the affairs  of the Company  by Brijlal  group  is oppressive and  prejudicial  to the interests  of the Company;  that   although ostensibly there  are six  partners, in reality,   there are only two   partners, Bilasrai  representing  the  first  group  and  Brijlal  representing  the  second group;   that the interests  of  Bilasrai  group  are being    ignored and that  Bilasrai  group  has been driven  to file suits  against the Company and  Brijlal  group  in the City Civil court and, therefore,  a situation  analogous  to the situation of  deadlock  has arisen into  the  management of the affairs  of the Company. The  second   category of allegations  is that the  main object of the Company, for  which it  was  established,  was to run the  undertaking  of supplying  electric  energy  at  Akola  and other places with the  previous  consent of the Government.  That  object   has failed  by reason of the fact  that the period  of   the licence granted  by the Government  under the Electricity  Act to run the Company at Akola has  expired  and  further  there is no likelihood   of  any   other licence  being  granted  to the Company  because of the policy,  which the Government   in pursuing  viz.,  that  electric  undertaking should  be  taken over by the Government.  The  petitioners  have also  asserted  that  the only  work  that  remains  to  be done is the  distribution of the   compensation money and they have expressed  apprehensions that the  compensation  money  would  be   frittered  away  by the Directors  of the Company. The substratum of the Company,  therefore,  has  gone.\n<\/p>\n
 (5) It is not  necessary  to  set out the  defence  taken on behalf of the Company in detail and it is  sufficient to state that they  have denied both   sets of  allegations  made by the Petitioners.  They contended that there  are several  objects for which the Company was founded;  that  all these objects  are  independent  and that it is incorrect to say  that the  substratum of the Company  has gone or has been destroyed  merely  because the present   undertaking   was taken over the by Government.  They  have  also denied  the allegations  relating  to  oppression and  flouting  of the interests of the  petitioners and  contended  that the management  of the  Company is being  run smoothly and   on  economic  lines.  There is no  question  of a  deadlock.  They  point  out  that  there are  no allegations either  of  misconduct or misapplication of  funds  or mismanagement. They,  therefore,   deny that  there is  any  case  for   winding  up  of the Company.\n<\/p>\n
 (6) When the  case reached  the  stage  of  hearing,  the  petitioners put in an  affidavit along  with a copy  of the letter (Ex. A). In this  affidavit  they  tried to introduce  new matter  pointing  out that  fresh developments  have taken place  since  the date of filing  of the petition  and that these events   go to the root  of  the  matter and  will conclusively  establish  that not only   the substratum of the  Company  has  gone  but that it is not possible  for the  Company  to start any fresh  adventure. In  this  connection, they point out that the six members of  the  Company are  all  partners of  the  firm known as    Sarupchand  Prithiraj;   that  for the  income-tax  dues   of this firm,  the  shares of all the  six members  of  the Company were  attached;  that the Collectors  had   fixed  the  date of sale  as 25th November 1960,  and  that with  a view  to avoid the sale of these shares,  an  understanding  was arrived at between the  members  of the Company,  the  terms of which   are  embodied in the letter  at  Ex.  A.  The letter at Ex.  A.  Is  addressed by the members of  Brijlal  group  to  the Additional  Collector   of Bombay. After referring  to an  earlier  letter  written by  M\/s.  Brijlal  Ramjidas  and  Mahavirprasad Badridas  on 23rd November  1960, to the Additional  Collector,  the  letter proceeds  to  state:\n<\/p>\n
 “We  are  now  instructed  (by the four members of the  Brijlal   group) to  write  to you  subject to  Bilasrai  group viz.,  Bilasrai Juharmal and Jagmohan  Bilasrai,  who are the  remaining   share-holders, giving  their  consent and the  Court  releasing  our clients  from the undertaking  given to the Court in Bombay High Court Suit  No.  120  of  1957   and also  releasing our clients   from the undertaking   given  by them  in  the  winding  up   proceedings,  our  clients  are agreeable to payment of the entire amount which  will be distributable amongst the  share-holders  out  of the  compensation moneys  received  from the Government as a result of  the undertaking   having been taken over by the Government,   to you  towards  the  discharge of  the income-tax liabilities  of the partners of the firm  of  Messrs. Sarupchand  Prithiraj.”\n<\/p>\n
It may be mentioned that  Suit  No. 120 of  1957, which is pending in the High Court, is a suit for dissolution of the firm  Sarupchand  Prithiraj.  It appears that  in  that suit some undertaking  has been given by  Brijlal  group.  I have already mentioned that the members of  Brijlal group have also  given an undertaking  of  I. C.  No. 81 of  1957 to the effect that the dividends would not be  distributable until  the final disposal of the suits  pending  in the City Civil Court. Now, members of  Brijlal  group  have given an  assurance to the Additional Collector subject, of course, of their being released from the two undertakings  referred to above, that   out of  the amount, which  would  fall to their  share  in the  compensation moneys,  they are agreeable to the    payment of  that money towards the discharge of  income-tax liabilities of the partners of the firm. Mr. Bhatt,  learned counsel  on behalf of  the  petitioners,  contended that  this event has taken  place  recently  and long after the filing  of the petition  and therefore, it  was impossible for  them  to make  mention of that  event in  the petition.  According  to him, the  circumstances, which supervened between the  filing  of  the  petition and the  date of  hearing, will have to be taken into account  for  the  purpose of  determining  the  question,  whether any nucleus has been left  over to the Company  for starting  any fresh  undertaking  in fulfillment of the various   objects  mentioned in  the  objects  clause of the  memorandum  of association.   Mr.  Banaji, learned  counsel,  who appears on behalf  of  the Company,  and  Mr.   Dalal, who appears on  behalf of the  members of  Brijlal  group, have  vehemently  opposed  the  introduction  of  new  matter  and new  set  of  allegations in this  petition.  Mr.  Banaji  contended that  the  petitioners  must  confine themselves to  the four corners of the allegations  made by them  in the   petition  and it is not  open to them to introduce new set of  allegations,  which  will  change the  complexion of  the petition.  He  further  suggested that  it was quite open  to the petitioners  to lodge a   fresh petition for winding  up  of the company  on  the basis of the discovery of new matter. In this  connection,  he pointed out  that notices   have been given to the  share-holders and  advertisements  have  been published  in the newspapers  and the  share-holders and general  public  will only look  up  to the allegations   contained in  the  original petition for ascertaining  what  case they are  required  to  meet. He,  therefore  argued  that it  would  not be  proper  to allow the  petitioners   to put in fresh affidavit   by  which entirely  new  matter has been sought  to be  introduced.\n<\/p>\n
 (7) I  have given my  anxious consideration to these objects and I have come to the conclusion that it is necessary,  in the  interests of justice,  to  grant permission to  the petitioners to put in  the  affidavit  along with the  letter  at Ex.  A. It is not  the petitioners’ fault  that they have not   made allegations,  which are  contained in  the  affidavit put in  by them.  They could not  do so,  for the simple  reason that  the events  have occurred after the  institution  of the petition.   Furthermore, it is clear to me  that  no new  ground  is being  set up  in the  affidavit.  One of the grounds  on which  the  petition  is based is that  the  substratum of the Company  has gone  because the principal or   primary  object has failed. Now,  the  reply  to that objection was  of  two-fold  character.  Firstly, there was more   than one  object and  there had  been no failure of the substratum,  because a number of items  forming  part of the  principal object  and the other  independent   objects also survived,  and  secondly,  it was possible for the Company to  utilise the  compensation amount  for starting  a fresh  venture within  the  four corners of  the  objects of the Company. It is contended on  behalf of the petitioners that the fresh material sought  to be introduced by them is   intended to meet the second  part of the  case on behalf of  the Company.  They point out  that the  contention viz., that it was possible  for the Company  to start a fresh undertaking  on the basis of   the  nucleus  that   would be  available  to them  out  of the  compensation   money,   does not  survive in  view of the undertaking   given  by  all the partner. It is  true that  in the ordinary  circumstances the  petitioners must   be kept confined within the  bounds of the allegations made by them  in  the petition.  Here,  however, an  extraordinary  situation   has arisen  and when it is possible  for the Court to  consider  the  new  material in  the present petition   itself,  it  would not  be  proper to drive the petitioners  to file  a fresh petition   merely on  the  technical  ground  that  the  amendment would  introduce   new matter.  I do not  think that  either the Company  or   the  share-holders will be  taken by surprice,  if the  affidavit  is allowed to be introduced  at this  stage as  all  the share-holders were parties to the  undertaking.  It is  true  that the Company  is not  a party  to the undertaking  and  at  a later stage  of    this discussion, I  will  consider  the effect of the Company  not being   a party  to  the  said  undertaking. But,  when  all the  share-holders including  the  Directors of the Company  are parties  to the undertaking,  it  will  be  too much  to say  that the Company  will  be taken  by surprice, if  this new matters  is allowed to  be  introduced.  It is  mainly on  these  considerations  that  I have allowed  the  petitioners  to   put  in the  affidavit  except  of  course paragraphs  5  and  6 therein. Having  allowed  the  petitioners  to  put in their  affidavit,  I  am  in duty  bound also to allow the  Company to put in its  counter affidavit  and accordingly,  the Company has put  in a counter affidavit  of  Narandas  Ramjidas,  one of the Directors of the Company.\n<\/p>\n
 (8)  I will now  proceed to discuss the main points that were canvassed before me. Mr. Bhatt contended that the main object of the Company was to carry  on the business of supplying  electric  energy and in particular the work of Akola  electric  licence.  He pointed out  that it is impossible   for the Company to carry on the business  of supplying   electric  energy  in view of  the fact that  that  work  cannot  be carried on without  securing  a  licence  from the Government  under the provisions  of the Indian  Electricity  Act.  He referred to the  averments  contained in  the affidavit  put in  on  behalf of the petitioners  to the effect that  it is  the  settled  policy  of the Government not to grant  fresh licences to private  individuals  or companies  and that   all  electric supply  undertakings  will  be  taken over by the Government.  According  to him,  therefore,  the  main or  the paramount  object of the Company  has    failed and the substratum  has been  destroyed.  Before proceeding  to discuss  this argument  in all  its  various aspects,  it  would  be  necessary  to refer to  the objects  clause of the memorandum  of  Association of the Company, which runs  thus:\n<\/p>\n
 “The objects for which the Company  is  established  are to carry on the business  and undertaking  of an  Electric Energy  Supply Company  in all its  branches and departments including  all industries primary or  subsidiary  to the  said business and to work with the previous  consent  of the  Government of  the Central Provinces the Akola   Electric Licence  No.  Nil  dated  nil  granted  by the Government  of  the Central Provinces   to K. B. Pirokshah Rustamji  Vakharia Bamanshaw  Jamasji Jambusarvalla  and others and  any other like electric  license  which the Company may be entitled to work  hereafter and to carryon any other business (wherether manufacturing  or  otherwise)  which may  seem  to the Company capable of  being conveniently carried  on  in  connection with the  aforesaid  business or calculated  directly or indirectly  to enhance the  value of  or render  profitable   any  of the Company’s property or  rights and generally  to do  all such  other  things  as  are incidental or conductive  to the attainment of the  aforesaid objects  in any part of the   world,  either as principals,  agents,  contractors, trustees  or  otherwise,  either  alone  or in conjunction  and  partnership  with others.”\n<\/p>\n
 Pausing  here, for a moment, it will at once be noticed that the wording of the clause is very wide and embraces a variety  of  topics  or subjects  which  appear to be more or less  independent of each  other.  I  will  discuss this question  in greater  length  at a later  stage  after referring  to  the relevant authorities on this point.  Before doing so, I  may  refer to  the other clauses  which are mentioned  with the  preamble  “Without  prejudice  to the generality of  the  preceding   objects, the Company’s  objects will include the following”  and  as many as  twelve  objects have been included  in this category.\n<\/p>\n
 (9) Mr. Bhatt  referred me to  a passage appearing under the  caption ‘Main object’  rule  in Palmer’s  Company  Precedents,  17th Edition,  1956  (Part 1) at p.  276.  It  would be  worthwhile  to cite the passage in its  entirety:\n<\/p>\n
 “According  to these authorities, where the  objects of a company  are expressed in a  series of  paragraphs  the true rule of  construction is  to seek  for the paragraphs (commonly the first) which appear to  embody  the main or dominant  object of the company, and to treat all  the other  paragraphs,  however, generally  expressed,  as merely   ancillary  to this main object, and as  limited  and  controlled thereby.\n<\/p>\n
 Assuming  that  there is any such rule of  construction, it is, of course,  to be borne in mind that  like  every  other rule of  construction it  may be excluded  or modified  by the contents of  the  documents to  be construed,  for  every  rule of construction  contains  by implication the  saving  clause “unless a contrary  intention appear  by the document”.\n<\/p>\n
Sometimes  the  memorandum declares  the intention  to  be  that the objects  specified  in each paragraph of the clause, or in  each of three or  four specified paragraphs,  shall, except  where  otherwise  expressed in such  paragraph,   be in  no wise limited or  restricted by reference to or inference from the terms of any  other  paragraph or the name of the company.  These words are obviously  intended to  exclude or modify the  rule, and  the Court is bound to give effect to the  intention thus  indicated.  In Stephens  v. Mysore Reefs  (Kangundy) Mining Co. Ltd.,  1902-1  Ch. 745, the learned Judge disregarded the  presence  of  such words on the ground that  inasmuch as  when   applied  to one particular paragraph  they   would be nonsense,  they could not be held to apply to the other  twenty-three paragraphs. This case was,  however practically overruled  in  In  re  Anglo  Cuban  oil,  Bitumen  and  Aspalt Co.  Ltd.,  1917-1 Ch.  477  which appears to decide that  where such  words  are included  although  the  restrictive rule may  be adopted  for the  purpose  of determining  whether  the  main object  or   substratum  has ceased to exist  with a view to considering  whether it is just and  equitable that  the  company should  be  wound  up,  it   should not  be applied to the question whether  any particular   transaction is  ultra vires. See the  criticism  of  Lord Wrenbury  in that case  in the House of  Lords  and of Vaisey  J.,  in Re.  E. K. Cole,  1945-1 AIR ER 521n.\n<\/p>\n
 There  are other modes occasionally adopted of  excluding  the  artificial rule in question.  For  example, several of the leading  objects are sometimes   made to commence each  with the  words “as  an independent object”. In other cases  the first few paragraphs  fare  expressed in  very wide general  terms and any special  object is made subordinate thereto  and is sometimes  expressed  to be ‘without  prejudice to the  generality  of  the  preceding  objects’.”\n<\/p>\n
It will thus be  seen that  the rule of  construction set out in  the above  passage  applies to a case where it is possible to discover the main or the  the dominant object and  it  is also possible to treat  the other paragraphs or other  objects as   merely  ancillary to the main object. Further, it  is clear that this   rule of  construction will be  excluded  by the language  adopted in the memorandum  and the  learned author   has referred  to  the  various  devices that  are adopted  for  getting   rid of the inconvenient  rule of  construction. This   can take place  when  several objects  are   expressly  stated to be independent  objects. It may  also take place when some of the objects are  set out  after  the  preamble “without  prejudice  to the  generality  of the preceding  object”. The learned  author  has  also referred to the decision  in Cotman  v. Brougham,  1918  A. C.  514 and to   the  distinction  that was made in that case by  Lord  Parker between a case where the question  was whether the main  object or substratum had   ceased to exist and a case where the court is considering as to whether  a particular  transaction is ultra  vires  the Company.  The learned  author has  suggested  that  the  ratio  of  the  case in  1918  AC  514  is that  the well-known rule of construction  may  be  adopted for the purpose of determining whether  the  main   object  or  substratum has ceased to exist   with a view  to considering  whether the company  should  be  would up.\n<\/p>\n
 (10) It is in  this background  that  we have to  turn  to the decision  in (1918 A. C. 514). Considerable  stress was laid  by the learned counsel  for the petitioners  on the observations  contained in the  judgment   of  Lord  Parker in that case  to which  I  will presently  refer. It is, however,  necessary  to remember that the question that  was considered by the House of Lords  in the   above case was whether certain  transactions  were ultra  vires and it was  in that   context  that  the observations   made by  Lord  Parker will have  to be  read and  understood.  At  p.  520 Lord Patker says:\n<\/p>\n
 “My Lords, Mr. Whinney in his  able argument  suggested that, in  considering   whether  a  particular  transaction   was or  was not ultra  vires  is company,  regard ought  to be had to  the  question whether  at the date of the  transaction   the company could  have  been wound  up  on the  ground that its  substratum  had failed.  Upon consideration I  cannot accept  this suggestion.  The  question whether  or  not  a company  can be   wound  up  for  failure of  substratum is  a question  of  equity between a company and  its  share-holders. The  question whether or not  a transaction  is  ultra  vires  is  a question  of law  between  the company and  a third  party.   The  truth  is    that the   statement  of a company’s   objects  in its  memorandum  is intended  to serve a double purpose. In the  first  place it  gives  protection  to  subscribers, who  learn  from it  the purposes  to which  their  money  can  be  applied.  In the  second   place it  gives  protection to persons  who deal  with   the company, and who  can infer  from it  the  extent  of the company’s  powers. The  narrower  the objects  expressed  in the  memorandum  the less is the subscribers’ risk,  but the wider  such objects the  greater  is the security  of those who  transact business with the company.  Moreover, experience  soon showed  that   persons  who transact  business with companies  do not  like  having  to depend on  inference  when the validity  of  a   proposed  transaction is  in question.  Evan a  power to  borrow  money  could not always   be   safely  inferred, much less such  a power as that   of   underwriting shares in  another  company, Thus  arose the  practice of  specifying   powers  as   objects, a practice  rendered  possible  by the fact that there is no  statutory  limit on  the number of  objects which  may  be specified.  But even thus, a person  proposing  to deal with a company could  not be  absolutely safe for  powers  specified  as objects  might  be  read  as  ancillary  to and  exercisable only  for the  purpose of attaining what   might be held   to  be the  company’s  main or  para-amount object,   and  on  this construction   no one  could be quite certain whether  the Court  would  not hold  any   proposed   transaction  to  be  ultra vires.  At  any  rate, all the  surrounding  circumstances would require  investigation.  Fresh  clauses  were framed to meet  this  difficulty,  and  the  result  is  the modern  memorandum of  association with  its  multifarious  list of objects  and powers   specified  as   objects  and its  clauses  designed  to prevent  any specified  object being  read as  ancillary to  some other object. For the purpose of  determining  whether  a company’s substratum be gone, it may  be  necessary to distinguish  between  power and object and  to determine  what is  the main or paramount object of the company, but  I  do  not  think  this is necessary where a  transaction  is  impeached as  ultra vires. A person who deals  with a  company  is  entitled   to assume that  a  company  can do everything   which it  is  expressly  authorised  to   do  by its  memorandum  of  association  and  need not investigate  the  equities between the company and its  shareholders.”\n<\/p>\n
It is at once clear that  Lord  Parker was dealing  with the  argument  that was  advanced before him to  the  effect that   same principle  should be  applied to  a case  where the  transaction  of the company is being  impeached on  the  ground  of  ultra  vires  as is  generally applied when  considering the  question as to whether  the substratum of the company has  failed and  the  learned Judge rejected  that argument.   While rejecting  the argument  Lord Parker pointed out the genesis of the modern ways in which the  memoranda  are  drafted with their formidable  lists of objects and powers  which are specified  as objects,  the  whole  object being  to  prevent  any specific  object being  read  as  ancillary  to  some other  object. Lord Parker  at a later stage   observed:\n<\/p>\n
 “On the other hand, the name may be  very material if it be necessary to consider what is  the company’s  main or  paramount object in order to  see whether   its  substratum  is gone.”\n<\/p>\n
 Reliance  was placed  on this  passage also  by Mr. Bhatt. It  would  be  sufficient  to point out  by way of  reply what has been  stated in   the  12th  clause  of  objects, which is  followed by what  may be called ‘without prejudice preamble’, in the  memorandum of association which is  to  the following  effect:\n<\/p>\n
 “The object set forth in each of  the  several  paragraphs  of this clause  . . . . . . . . . .  . . . . shall be in  no wise limited or  restricted by reference or inference from the  terms of any other  paragraph or the name of the company.”\n<\/p>\n
 The observations of Lord Wrendury in the  said Cotman’s case 1918  SC  514 at p. 523 are also relied upon. They are:\n<\/p>\n
 “There has  grown up a pernicious practice of  registering  memoranda of association  which under the  clause relating  to  objects, contain  paragraph  after paragraph  not  specifying  or delimiting  the proposed trade or  purpose,  but  confusing  power  with purpose and indicating  every class of  act which  the corporation is to have power to do.  The practice is not one of recent growth. It was in active operation  when  I was a junior  at the Bar. After a vain struggle  I  had  to yield to it  contrary to my  own   convictions.  It has arrived now at a point  at which the  fact  is that  the  function of the  memorandum is taken  to  be, not  to specify,  not to disclose,  but  to  bury beneath  a mass of  words  the  real  object or  objects of the company with the intent that every conceivable  form of  activity  shall  be found included  somewhere   within  its  terms.”\n<\/p>\n
This passage was cited  by  Chagla,  C. J.,  in  a  decision in Jayantilal  v.   Tata  Iron and  Steel  Co.  Ltd.  .  In my opinion,  this passage does not  assist  Mr.  Bhatt in the  argument  which  h  is  advancing.  It is true that  while  Lord  Wrenbury has deplored, or  we can  even say   deprcated, the  practice which  has recently  grown  up of  including  multifarious  objects as independent  objects  or  as objects  put down  after ‘without  prejudice’ preamble,  Lord  Wrenbury  stated that  he  had  to reconcile himself with this  practice  much  against   his  conviction  and without   considerable  reluctance. Now,  it is one thing to deplore a practice prevailing in the matter of drafting the memorandum of association and quite another  to say  that although the memorandum  specifically  says that  certain objects are independent of each  other or followed by ‘without prejudice’ preamble, still  an investigation  should be made with a  view to find out as to which is  the principal or   paramount object and which are the ancillary  objects of the Company. I  find  from subsequent rulings cited before me that this decision has never been interpreted to lay  down any rule of construction of   the objects clause of the memorandum and as pointed out above,  even Palmer  has used very cautions language and said “The case in  1918 AC 514 appears  to  decide . . . . . . . ”\n<\/p>\n
 (11) In this  connection,  I may refer to  the  decisions  on which reliance  was placed by Mr.  Banaji which would put the position on this point beyond any pale of doubt.  In Re Eastern  Telegraph  Co. Ltd.,  (1947)  2 All  E. R. 104 certain principles  have been  laid  down as to how  a memorandum of  association  should be  interpreted.  The principle has  been expressed in the following terms:\n<\/p>\n
 “Where the memorandum  of the association of a company  provides  that the company has a specific main object followed by general words, the  general words should not  be  construed as enabling the company to throw its main  object over altogether  and  embark  on some new venture.”\n<\/p>\n
With reference to the memorandum in that case, Jenkins J., observed:\n<\/p>\n
 “On the  true  construction  of the memorandum  the transaction carried out in 1929 by which Imperial and International  Communications  Ltd.,  acquired the ordinary share  capital of the company was  an amalgamation into  which the  company had  power to enter, and, consequently, the company  had since  continued to carry on one of the main   forms of business authorised   by the  memorandum,  because although  not operating  a  telegraph or cable business itself, it had participated, through the medium of  its shareholding,  in the proceeds of  operation of the business  carried on by  Cable and Wireless Ltd. The  reference in the memorandum  to amalgamation did not   constitute general words  ancillary  to  the company’s main object, but  comprised a  specific object ranking on a par with all preceding objects.”\n<\/p>\n
This case was cited by Mr. Banaji  for the  purpose of  pointing out   that  in the  memorandum  is  the present  case also there is a clause (4)  which  refers to  entering into  partnership or into any arrangement for sharing profits, amalgamation  union of  interests,  co-operation joint  venture etc.  He  contended that  on the basis of the ratio of the above case, the amalgamation  clause  does  not amount  to  an  ancillary object but it is one of the principal objects or at any  rate, on a par with the  principal object  I  will have  no  hesitation in  acceding  to this argument.  For the present,  I  am  referring  to this case with a view  to point out the principle of  construction which  governs  the case where  the memorandum of  association first provides  for  specific  object and then  general  words  are used  in which various  objects have been mentioned. The learned  Judge  held   that in such a case  the objects  specified  in general words  may  be treated as ancillary objects.   In the case of the memorandum  of the   Company   in  the  present case the process is  reverse. This  is not a case of  specific  object   followed by general  words.   On  the other hand, this is a case of  general words  followed by a specific   object and also other objects. The general object is  stated to be as follows:\n<\/p>\n
 “The objects for which the Company is established are to carry  on  the business and undertaking  of  an Electric Energy Supply  Company  in all its  branches  and departments including  all industries primary or  subsidiary to the said business. . . . . . .”\n<\/p>\n
Then there is reference  to  specific objects, one of which is   ‘to work out the Akola  Electric  License granted by  the Government  of  Central Provinces  to  Vakharia  and  others”.  Again  general words have been used  viz,  “and any other  like electric  license  which the company may  be  entitled to work  hereafter. . . . . .  .”. It is,  therefore, impossible  to  conclude  that the working   of the  Akola  Electric  License was the main or  the  principal object of the Company. One of the  main  or  principal  objects was to carry on  the business and undertaking   of an Electric  Energy Supply Company and  this object  includes  starting  of industries  primary or subsidiary  to the said  business.  The  starting of primary or  subsidiary  industries would, in itself  be an   independent  object.  For instance, the company may start an industry  to  make cable, electric bulbs, electric  meters  electric  switches  etc. Such an undertaking  would   be covered by the  expression “all industries  primary  or subsidiary to the  said business”.  In  Re  Kitson  and Co. Ltd., (1946) 1  All ER 435,  the objects of the company   were stated in wide  terms  in the  memorandum  of  association  as  follows:\n<\/p>\n
 (I) To  acquire and  take over  as  a going concern   a business  carried on  elsewhere under the  style  of  K and Co.;\n<\/p>\n
 (ii) to carry  on the business of general  engineering.\n<\/p>\n
On July 10, 1945,  the  appellant company agreed to sell the business  of  K  and Co.,  its goodwill  and  all its assets.  The  company  had at the ame  time a  subsidiary, B and Co.,  carrying  on a  similar type of business but the premises were under  requisition to the Authority. By reason  of the   sale of  K  and  Co.,  certain shareholders presented a petition alleging  that the  substratum of the appellant  company  had failed and that  it was  just and equitable  to wind  it  up.  At the time of the sale  K and Co.,  the  then  directors of the  appellant company  passed a resolution  in which  it  was contemplated to discontinue the  engineering business  and to use the money  of the appellant  company  or purchase shares  in a group of  companies more or less insolvent. In proceedings  against the  appellant  company and its  then   directors, an  affidavit to this effect was filed, as a result of which the resolution was withdrawn. At the time of the  hearing of the petition those  directors with  one exception,  were  replaced and an affidavit was filed by  one of the present directors  of the appellant company stating  that it was the intention of the company to continue with the  engineering business and to acquire the  assets and undertaking of  B and Co., for the appellant company. The  affidavit which  formed part of  previous proceedings  was introduced   in  support of the petition for the purpose of showing  that the appellant  company  had no intention of carrying  on  the business of engineering  and on those facts  an order  to wind up the appellant company was made.  From that order the appellant company appealed.\n<\/p>\n
It  was held:\n<\/p>\n
 “(I)  since the main and paramount object of the appellant  company was to carry on  an engineering business of a general nature the  disposal of the business of  K and Co., which had been acquired   about  46 years  before, did not  amount to a destruction of the substratum of the appellant  company ;\n<\/p>\n
 (ii)  the intention of the board of directors,  at a given  moment, to discontinue the business of  engineering  had  no effect on the  determination  of the question  whether the substratum had  gone.”\n<\/p>\n
It is significant to  note that the first  object in the memorandum in that case was a specific business, i.e., to acquire  and  take over the business carried on  under the style  of  K and Co.  The specific object was  followed by  the general  object “to carry  on the business  of general  engineering” and yet it  was held  by Lord  Greene, M. R. that the main and  paramount object  was  to carry  on  the business of  general engineering. I will refer to the second proposition set out above presently and in another context. Before doing  so,  I  may  set out a few  observations made by Lord  Greene M. R. At page 438. They  are as follows:\n<\/p>\n
   ” . . . . . .but the question we have to decide  is whether, that business having  been acquired 46 years  ago, the  disposal of it  last year amounted  to a destruction  of the substratum. In  my opinion,  the  main  and  paramount  object of this  company  was to carry on an engineering  business  of a general kind  . . . . . . It  must be remembered  in  these substratum  cases that  there is every difference between a  company which on the true construction of  its memorandum is formed for the  paramount  purpose of  dealing  with some specific  subject-matter and a company  which is  formed with wider  and more comprehensive  objects. I will explain  what I  mean.  With regard   to a company which is formed to acquire and exploit a mine, when you  come to construe  its memorandum of association  you must  construe the language used in reference to the subject-matter, namely,  a mine and  accordingly, if  the  mine cannot be acquired  or if the mine turns  out  to be no mine  at all,  the object of the company  is frustrated  because the subject-matter which the  company  was formed   to exploit  has  ceased  to  exist. It is  exactly  the same  way  with  a  patent, as, in the  well known  German Date Coffee case, (1882) 20 Ch.   D.  169. A  patent  is a defined  subject-matter and  if the  main object of  a company is to acquire and  work  a patent  and it  fails  to  acquire that  patent, to compel  the shareholders  to remain  bound  together in order to work  some  other  patent  or make  some unpatented article is  to force them into a  different  adventure  to that   which they contracted to engage in   together; but when  you   come to subject-matter of a totally  different  kind  like the  carrying  on  of  a type of  business,  then so  long as the company can  carry on that  type  of  business, it  seems  to  me that   prima  facie  at  any rate it is impossible to say  that its  substratum  has gone, So  far as this stage  of the argument  is concerned, it is  to my mind quite impossible upon  the  true  construction of this   memorandum  of association to limit the  paramount  object of this company to the  specific  business  of   Kitson and Company., so as to   lead to the result that as soon  as  Kitson  and Co.’s  business   was sold the  subtrantum  of the company  had  gone.”\n<\/p>\n
In my opinion, the objects mentioned in  the memorandum  of the present company are far more numberous and wider in their scope than the  objects in  Kitson  and Co., case,  (1946)  1 All ER  435.  As pointed out  above the very first  object is general in its scope  and  amplitude.  Although it is followed by a specific object, several other  general objects  again have  been mentioned,  all  in  one clause,  and  all of them appear  to be independent  of each other. Therefore each   of them  will  have to be  treated as principal and independent object. I may  incidentally point out that  reference  was made to  Cotman’s  case 1918  AC  514  in the judgment of  Morton  LJ in  Re Kitson and  Co. Case,  (1946) 1 All ER 435 and  to the observations  made by  Lord Parker.  It is significant to note that   these observations were not  treated  as  enunciating  a  rule of construction to the  memorandum of  association  for the purpose of  determining  the question  as to whether the  substrantum has failed. Reference to certain passages were made only  with  a view  to  point out  the double  purpose  for which the objects  are set out  in the memorandum.\n<\/p>\n
 (12)  In Re Taldua Rubber Co. Ltd., (1946)  2 All ER 763, the  memorandum  was in the  following terms:\n<\/p>\n
 The objects of  T.  Rubber Co., Ltd., were stated  in  the widest terms and included power ‘to enter into and  carry into effect the  agreement  draft of which  is  referred to in Art. 3 of the  Articles of Association’.  This agreement  (which was entered  into on March  30, 1917 the  same  day  as  the  company  was incorporated)   was  for the purchase by the company  of the T. Rubber  estate. By the  last paragraph of  clause  3 of the memorandum of  association it was provided that     the  various objects of the company were  to be  regarded as independent  objects and  that the name of the company was not to be taken as operating   to restrict the various powers set out in the clause. For  29 years the company carried on the business of a rubber estate  on  the T. Estate, and  during that period it carried on no other  business except that it  purchased rubber from other  estates and processed it on its own estate. Pursuant  to a  resolution  passed  unanimously on  March  7, 1946  the  company  sold the T.  estate  and is business  thereon. The  circular  convening the meeting  of  March 7 intimated  that, if the business were sold,  the  liquidation  of the company would  be  recommended,  by on July  17,  1946, a resolution  for  the voluntary liquidation  of the company was  defeated by a small  majority.  In August  1946,  a petition for compulsory winding-up was presented by one of the  contributories on  the ground that the  substrantum of the company  had  gone, since the company  had  been formed solely  to work  the  T. Rubber  estate. It was also contended by the  petitioner that the  absence before  the  court of  any concrete scheme by those who  were against  liquidation  for  dealing with the proceeds  of the sale was a further ground for   making a winding up order.\n<\/p>\n
It  was held:\n<\/p>\n
 “(I)  on the  true construction of the memorandum of association it was impossible to conclude that the company had been formed solely to work the T.  Rubber estate. It had been formed party  to carry on the business mentioned in  the  agreement of March 30, 1917,  but  with the widest powers to carry on a variety of  other activities.  Therefore, the  sale of the T.  Estate  did not  result in a destruction of the substratum because  the paramount object of the company was  to  carry on the business of  conducting  rubber estates, and was not limited to the business of  carrying  on  the particular  estate.\n<\/p>\n
 (Ii)  the  fact that there was no  concrete scheme before the court  for dealing with the  preceeds of the sale was no  ground for making a winding-up order.”\n<\/p>\n
On a proper construction of the memorandum of the company in question, it is impossible to conclude that the Company has been  formed solely for the working of the Akola  Electric license.\n<\/p>\n
  (13) Mr.  Bhatta contended that if the main object of the company was to carry on  the business  and undertaking  of an Electric Energy  Supply  Company  even that   object had  failed and  was incapable of achievement because of the  change in  the Government  policy. The  statement that the Government  policy  has  changed  has  not   been specifically  traversed in the affidavit put in on  behalf of  the  company  although it is challenged that  everyone  knew that the Government  policy  had changed.  Any  reference  to the  policy of the Government  is bound to be of  an  indeterminate character, because  the policy  is never static  and  is always liable to  change and  fluctuate. Although  for  the  time being it  may  be the policy  of the Government  not  to renew the licences of private  companies  there is  no guarantee that  this  policy  will not  change  in future.  But,  apart  from this, as  stated  above, there  are several other objects   which are  independent  of one another and it  is impossible to say that the company cannot  carry  on the other objects, which have  been stated in  extenso in  the memorandum.\n<\/p>\n
 (14) I  will now turn to another  question  which is  of  an incidental character, on which  some  stress  was laid  in the course of the argument  by  Mr. Bhatt.  He pointed out  that the company in its  affidavit  at the  end  of paragraph  (3) states  <\/p>\n
 “As matters now  are at  present alter the  receipt of compensation moneys after  discharging the  liabilities  of the company  the  surplus assets would  be  divided  between the  shareholders which are expected would  be  recovered in  the meanwhile.  I  submit that the present  petition  is  misconceived and cannot  lie.”\n<\/p>\n
Mr.  Bhatt contended that it is clear from the  statement that the company is not  thinking  of starting of  any new  undertaking  and  actually  there is  no concrete proposal before it.  At paragraph (8)  of the same affidavit, it is stated:\n<\/p>\n
 ” . . . . . . . that the contentions of the  petitioners  have no substance left in them in view of the  fact that  at  present  the business which was carried on by the company  has come to  a standstill and the only  thing which has  to be done is to  receive the  compensation  moneys and if the company does not   start any  new  business  to distribute the  same amongst   the  sharesholders  or  the  Company.”\n<\/p>\n
Mr. Bhatt contended that this averment  is some,  what  inconsistent  with the  averment in  paragraph (3) of the  affidavit. He also pointed out that  even  here the Company  does not  say  that  they  have any  concrete proposal  before them for  starting  any undertaking, and the  question  as to whether the  Company  may start a new venture or  may amalgamate itself with  another  concern  is of  speculative  and academic character. I  am  unable to  accept this line of reasoning. We are not   concerned to find out  the intention of the Company  as it is at the present  moment. This intention  may  change and when a favourable  opportunity  presents  itself, the Company  may  launch  upon  a  new project.   The observations  of  Lord  Greene  M. R.  In Re  Kitson and Co., case,  (1946)  1 All ER  435 are apposite on  this  point.  They  are:\n<\/p>\n
 “The intention  of the board of  directors  at the given moment to  discontinue the  business of engineering had no effect  on  the  determination  of the  question, whether the  substratum  of the  company had  gone.”\n<\/p>\n
At a later  stage,  Lord  Greene  M. R. Observed:\n<\/p>\n
   “Let it  be supposed that at  the time of the  sale of  the  Kitson  business,  so far as  the  board was  concerned they  though  that there was no  chance and  that  it  was  not  desireable for the company  ever to start  again  into   engineering. It  certainly   is not  proved nor  was  it  proved that  the  shareholders  had  any  such intention;   but  assume that it was.  A  little  time afterwards   something might  happen to make them change  their  minds. They  might see a profitable  opportunity of using  the Company’s  money  again  in  the  engineering   business. What has intention to do with it?  We  are dealing  with the  question  of substratum and to say that the  subtratum can exist at one moment and  cease to exist  a moment  later, or vice  versa simply through  a change of intention  of the  board  or of the shareholders  (I  know not  which)  seems  to  me to lead  into a  morass.”\n<\/p>\n
   The observations in (1946)  2 All ER 763 at p. 767 are stillmore clear .  Wyn-Parry, J.,  observed:\n<\/p>\n
   “There then remains  the  question   whether the  absence before  the court today of any concrete scheme for dealing  with the proceeds of the  sale is  a reason for making  a winding-up order. It has  been  observed  by counsel  for the petitioner   that  there is  no reported  case to be found where  a petition has  been rejected  where  those  who oppose  the  making of the winding-up  order  did not  bring  before  the  court some concrete scheme,  and  he  urged  on  me that,  on the true  view of the judgment  of Lord  Greene,  M. R.  In  1946-1 All ER  435 that proposition  could be  extracted. I  do  no share that  view”.\n<\/p>\n
 After  citing  a passage  of Lord  Greene M. R.,  the  learned Judge observed (at page  768):\n<\/p>\n
  “Those observations are binding  on me, and  with respect  I  agree  with every word of them.  They  seem to me to apply to this  case  with full  force and effect.  Apart from authority,   it appears  to  me that the  common  sense  of the matter  demands that the  existence or  non-existence of a  concrete scheme at  the time  the petition   comes   before the Court should be regarded  as a wholly  irrelevant matter, otherwise  it would be  impossible for the court to draw  any  safe line  in  any particular  case.  Where is  the court to draw  the line? What period is to be  allowed to  lapse? What is  to  be  regarded  as satisfactory evidence  of  the  intention  of the company to go forward into  some  new  venture?  The  court  clearly is  not called  on to adjudge  the  merits or demerits of  any scheme,  and  this  fact appears to me to make the consideration  by the court  of the existence  or non-existence   of  a particular  scheme all the  less  fruitful. If  this point were well taken, it would follow  that a shareholder who desired  a company  to be wound  up  would  be  well advised, as soon as the resolution for the sale of  the company’s   business had been  passed, immediately  to put  a petition  on the  file,  and  bring  the petition on in  circumstances  in  which  he  could accurately allege  that there   was no scheme before the Court”. The last observations are exactly  in point to the present  case.  As pointed out above, the present  petition  has been filed within twelve  days after the  expiry of the period of the licence.\n<\/p>\n
 (15) That takes me to the allegation that  an important  change has taken place as  result of the undertaking given by the share-holders of the company  who also  happen to be  the  partners of Sarpuchand  Prithiraj  firm to  the Additional Collector.  Bombay in which  they a greed  to  pay the compensation money to discharge the income-tax liability of the  partners  of the firm.  In their  affidavit  at paragraph (4)  the petitioners allege:\n<\/p>\n
 “From what is stated above, it is clear that there is no prospect of the Company carrying on any other business;  while  denying that  the company  is  entitled to carry on any other  kind of  business  I  say  that the substratum of the company  has gone  and  that  the  Company  should be  wound  up and the Court Liquidator be appointed  Official Liquidator thereof.”\n<\/p>\n
 In my  opinion,  the  question  as to whether the Company  is really  in  a position to start a new business is  very  relevant in considering  the question  as to whether the  substratum  has  disappeared. This is clear  from the observations  contained in   the cases  in which reliance was placed by Mr. Banaji.  In the Editorial Note in  Re  Kitson and  Co., case   1946-1 All  ER 435, it is stated:\n<\/p>\n
 “The material  time for consideration is the date of the winding up petition, and if the company is them in a position to carry on a business within the  principal object of its memorandum it is quite irreleant that the directors  held a different intention  at some earlier  date.”\n<\/p>\n
It is this consideration which included me to admit the affidavit in  this petition. In the counter affidavit put in  on behalf of the Company,  it is pointed out that there  are nine partners in  the firm  of  Sarupchand  Prithiraj that the  income-tax  liabilities are not  the liabilities of the  firm as such but are the liabilities of some of the partners of the firm and that although six  shareholders of  the Company are liable  for  income-tax dues, their  liabilities are individual  and  in any  case there  are many  other properties  which are available to the Additional  Collector   from out of which  the  income-tax  dues could  be recovered. The main point  which was  forcefully  urged by  Mr.  Banaji in this connection was that the whole superstructure of the petitioners’ case in  this  respect  is based on  hypothetical and  speculative considerations. He pointed out  that the  undertaking  was given just  with a  view to avoid the sale of the shares of the share-holders which were also  admittedly  attached by the   Additional  Collector, Bombay.  He  also pointed out that the Company  has nothing to do  with the liabilities of the share-holders. Assuming, for  a moment  the  argument  proceed that the  shares of the shareholders  are  sold in execution  by the Additional Collector,  that does not  mean  that  any change  has taken place in the  structure of the  Company.  Instead of the present  shareholders, new  shareholders would  take their place  and they  would  carry on the business  of the Company.  It is contended that unless the  petitioners establish that it is absolutely  impossible  that the  compensation money will not  come into  the  hands of  the Company, it is not possible  to take the  view that the  Company  is not  in  a position to start  a new  undertaking or a new  venture. In this connection, it is pointed out that the  firm has  other assets and reference   was made to a land  at  Chembur.  It is  an admitted  fact that the suit for  dissolution   of  Sarupchand  Pritihraj firm is pending  in the  High Court.  It  appears  that the firm  has  large assets of  its own  and at the same time, as has  been pointed out in the counter affidavit, it is not  possible  to ascertain the  definite share of  each of the partners of the firm until  a final  decree has been passed in that  behalf. Whatever  that  may be, there is  no allegation  made by the petitioners  to the effect that  it  is  beyond the means  of the   partners of the  firm who are also the share-holders of the Company, to satisfy their income-tax  dues. In any case, if the undertaking  is  not  fulfilled  and becomes incapable  of  being  fulfilled, all that the Additional Collector can do is  to  put  the  shares of the present  shareholders to sale and as pointed out  above, that  will not  bring about any  change of  structure in the Company.  It is quite possible that the Additional  Collector  may succeed in recovering  the   income-tax  dues from other  properties of the   firm  or  from separate properties of the partners.  It is equally  possible  that the parters may pay  off their share   of the liabilities and in that  way  may free themselves  from the  undertaking  at  present  given by them.  The question raised in the present  affidavits is  based  on a number of  hypothetical considerations  and at this  time, we  cannot  make any  assertion to  the  effect that the compensation  money  will be  wipped out in the process of satisfying the  income-tax  dues  of the  partners of the  firm. In case, such an eventuality  materialised, it is quite open to the  petitioners to make  a fresh application for  winding  up  of the Company.  After all, the  passing of  an order for winding  up is a matter within  the  discretion  of the Court. The  remedy of compulsory  liquidation  is  obviously  a  drastic  remedy  and  should be  availed of   only  when  a  clear case has been made out justifying  such an action.  We cannot  proceed to wind  up  the Company on assumptions.  If the Company is  wound  up today  on  the  hypothetical consideration   that   the  compensation money will not  be  available to  the Company  for  being utilised in starting  a  new  venture  and if  tomorrow  it  turns  out that  the  compensation money is  actually  available for  being  utilised  by the company, then we  will be landing ourselves in a preposterous and  anomalous  position. It would be impossible  to  undo what   has been done. Before  taking  such   an irrevocable  step, the  Court  must  be satisfied  that the assets of the Company would be  completely  frittered away  because  of the  undertaking  given by the  share-holders  of the Company. I must, therefore  hold that the  petitioners  have  failed to  prove  either  that the substratum of the  Company has gone because  the undertakings  in which  the Company was  engaged  for all these years  has  been taken  over by the Government  or that it is not possible for the Company to  start  a fresh venture within  the  four  corners  of the objects  adumbrated in the memorandum.\n<\/p>\n
 (16)  The next ground, on which  reliance was placed, was that a situation has arisen so far as the management of the affairs of the Company is  concerned, which is analogous to the situation  of a dead-lock.  This company being a small  private company and consisting  of a small number of share-holder, the principles relating  to the dissolution of a partnership firm should be  applied and when the court feels  that it is   not  possible to put  the affairs of the Company  in order  it  should  have  recourse to the  winding  up  under its just and equitable jurisdiction. The  general  allegation regarding  the  oppression  of the minority  by the majority  is  of  no avail  in an action for winding up. That is  a  question relating  to internal  management  of  the  Company  and  it is  a settled  principle  that  it  is the  right of the  majority  to carry on the management of the Company.  There is also no  allegation  that the  directors of the company are  misbehaving   themselves nor is there  any  allegation that  they  are  acting  in  a  way  which is  prejudicial  to the interests of the Company. The  mere fact that   differences   have arisen  between   one group and the other by itself  is not  sufficient to lead the Court to the  conclusion that  a  situation similar  to that of  deadlock has  arisen in  the  affairs of the Company. Reference  was  made  to the  fact  that the  directors have  been  withholding  the  amounts of  dividends, which are  legitimately due  to  the  petitioners  and the  petitioners  have been driven to file   suits to recover  the  same.  It is also  pointed  out that the City  Civil Court has passed a decree in one of these suits.   In my  opinion,  these circumstances have  no bearing   upon  the  question under our  consideration. The  decree passed  by the City Civil Court is under appeal before the High Court.  Furthermore,  we  cannot  embark  upon the  investigation in  the  present  case  as to whether  there  was  justification  for the directors  in withholding  the  amounts  of  dividends due  to the  petitioners.  In any  case   it is  sufficient  to point  out  that  the petitioners  have ample  remedies in properly constituted  suits.  Another  question that  was  raised  in  the  same context was  that in  case the  amount of  compensation is  available  to the company  and   falls  into the   hands of the directors and the  latter decide to start a  new undertaking with  the  necleus  of  those funds,   then it  was argued that the starting  of that  venture will not  only  be   without  the  consent  of  the petitioners  but will  be  very much against their wishes.  It is argued that it  would be  improper  to  subject the  minority of the shareholders to the risk of  a new  undertaking to which  they are not  a party. In this contention reference  was made to a passage at  p. 702 of Palmer’s  Company Law. 12thEdn.,  1959 under the heading  ‘Contributory’s  Petition,  which is as follows:\n<\/p>\n
 “The substratum is held to be  gone when the  main object for which the company  was  formed has become  impracticable. In such a case shareholders  may fairly  claim that they  ought no  longer to be  forced  to risk their  property in going on.”\n<\/p>\n
I am unable to understand  how this passage helps in the argument that  has been advanced  by  Mr. Bhatt  in this  connection. The  shareholders cannot  be subjected to the risk of  a new  venture when the substratum has been  destroyed  or has become impracticable. It is only in that  event that   the learned author  refers  to  the  possibility  of the  interests of the share-holders being  put in  jeopardy by a new venture. When the  substratum of the Company remains  intact, it is the  duty and privilege of the  majority of the share-holders to embark  upon a new   venture and the only  restriction will be that the  venture  falls  within the four corners of the  objects Claus.  This  argument   also is, therefore  void of  substance.\n<\/p>\n
 (17) Mr. Bhatt then relied upon a passage,  cited  at page  2498 of the Civil Court Manual. Vol.  III (1960),  from the  judgment in Nageswara Rao  v.  Rajahmundry Electrical Supply  Corporation  Ltd.,  1957 Andh LT  728 to the following  effect:\n<\/p>\n
 “Where the main  object of the company was to generate and supply electrical energy, but the generation of electrical  energy was undertaken  by the Government  and the company  had only been  distributing  electrical  energy  purchased from the Government  and although there were other objects stated in the Memorandum of  Association there was no chance of   carrying them out, the order to wind up the  company  was held just and  equitable”.\n<\/p>\n
As I have pointed out above, in the present case  it is not established that  there is no chance of  carrying  on the other  objects  mentioned in the  memorandum of the Company. The  observations  cited above will, therefore, in no way help  Mr.  Bhatt in the  argument that he  is advancing  before me.\n<\/p>\n
 (18) Mr. Bhatt  then  referred to a leading  case in Re  Yenidje Tobacco  Co. Ltd.,  (1916)  2  Ch. 426 and in particular to certain  observations  made by Lord Cozens-Hardy M. R.  The  facts of that  case were as follows:\n<\/p>\n
 In  1914 W and R.,  who  traded separately  as tobacconists and cigarette  manufacturers,  agreed to amalgamate their  business,  and in  order to do so  formed a private limited  company in which  they were the only  share-holders and directors.  The constitution  of the company  was such that  under the articles of  association   W and R had equal voting  powers one director  was to  form  a  quoram,  and if  any dispute or  difference should arise   consequent whereon inability  to pass a directors’  resolution should  result the matter in dispute  should be referred to arbitration,  the  award to be entered in the minute-book as a resolution duly  passed by the   board.  The  company’s business was successfully  carried on until  June, 1915,  when differences  arose between  the parties. One of  such  differences  was  referred to arbitration, which,  after a protracted hearing  involving  costs  exceeding   1000, resulted in an  award  to which R  declined to  give  effect. He  brought an action for fraudulent  misrepresentation against  W  and the  parties became  so  hostile that  neither of  them  would speak  to the other,  communications  having  to  be  conveyed   between  them  through   the  secretary of the company.   In spite of  this  the  company continued  to   transact  business  and  large profits  were made. Under these  circumstances,  W  presented a petition  alleging  that  a complete  deadlock  had  arisen,  that  the  substratum  of the company was  gone,  and  that it was ‘just  and  equitable’ within S.  129  of the Companies  (consolidation) Act, 1908,  that a winding  up order should  be made.”\n<\/p>\n
It  was held:\n<\/p>\n
 “Affirming the  decision of Astbury  J., that  if this were a case of partnership there would  clearly  be grounds for a dissolution and that  the  same principle  ought to be  applied where there was in substance a  partnership in the   guise  of a private company.  The  position amounted to a complete  dead-lock, and it was ‘just  and  equitable’  that  the company should  be  wound  up.”\n<\/p>\n
After  pointing out that  the ‘just and equitable’  clause is normally  limited to two types of cases,  one where the  substratum of the company has  gone,  and  second, where there is a complete deadlock  in the  management of the affairs of the company,  Ltd  Cozens-Hardy, M. R.  Pointed out:\n<\/p>\n
 “Although  those are  the two  instances  which  are given. I should be  very sorry so  far  as my individual  opinion goes, to hold that they  are strictly  the limits of  the ‘just  and equitable’ clause as found in  the Companies Act.  I think  that  in a case like this we  are bound to say  that  circumstances  which  would  justify  the  winding  up  of a  partnership  between  these two  by action are circumstances which  should induce the  Court  to  exercise  its  jurisdiction  under the  just  and  equitable  clause and to wind  up the company.”\n<\/p>\n
It will thus  be seen  that the learned Judge   extended the  principle of just  and equitable  clause to  the facts of that case, because  the  circumstances  prevailing  in  that case were of  an  exceptional  character. In each case,  therefore, we have to consider whether a principle  which  is normally limited to the two categories of the  cases  viz.,  where the  substratum of the  company  has  gone  or where there is  a complete dead-lock  in the  management  of the affairs of the company,  should  be  extended to the facts or   that case. At p.  430  the  learned Judge  cited  a passage from  Lord  Lindley’s  book  on Partnership which  runs  as follows:\n<\/p>\n
 “Refusal to meet  on  matters of business,  continued quarreling,  and such a state of  animosity  as precludes all reasonable  hope of  reconciliation and  friendly  cooperation have been held  sufficient  to justify  a dissolution. It is not necessary,   in  order to induce the Court to interfere to show personal  rudeness on  the part of   one partner  to  the  other,  or  even any gross  misconduct as a partner. All that is necessary is  to satisfy  the  Court that  it is impossible for  the partners to place that confidence in each other which  each  has  a right to except,  and  that such  impossibility  has  not been  caused  by the person seeking to take advantage of it.”\n<\/p>\n
 Lord Cozens-Hardy,  M. R.  Then  proceeded:\n<\/p>\n
 “Now  here we have this fact,  Mr.  Rothman  has commenced an  action charging Mr. Weinberg with fraud  in  obtaining  the  agreement under which  he,  Rothman,  sold  his business to  the company.  I ask  myself the question;  When  one of the two  partners has commenced and has not  discontinued an action charging his  co-partner  with fraud  in the  inception of the  partnership,  it is likely,  is it  reasonable,  is   it common  sense to suppose  those two partners can work together  in the manner in  which they  ought to work in the  conduct of the partnership business?  Can they do  so when things  have reached such a pass, as they have here, that after an  arbitration  lasting  eighteen  days,  an  arbitration on  the only  point which was  referred which terminated in  favour of  Mr.  Weinberg,  and to which  Mr.  Rothman declines  to give  effect in this sense,  that although  the  award decided  that Litiger had not  been dismissed and ought  to be continued as a  servant of the firm  until removed.  Mr.  Rothman  will  not allow  him to come and do  his business, so  that he,  Litiger,  is  in the  happy  position now  of  receiving  his wages of  5 a week without  being  allowed to do  any work  for the company in respect of which he  is  a servant?”\n<\/p>\n
I do not  think  that it would follow  from the  passages  set  out above that Lord Gozens-Hardy  intended to law down as a proposition of law that in all  cases  of private  companies  the principles relating  to the  dissolution of  a partnership  firm are necessarily applicable.  The principles  relating to the  dissolution of   partnership were  held applicable  because of the peculiar circumstances  and the facts prevailing  in that case. As a matter of fact,  the  position of a partner of a  firm   stands  entirely  on a different footing from  the position of  share-holders qua  shareholders  of  a company.  The  doctrine of  agency  prevails  in the case of  partnership  and  each partner  represents  the other partner  and  has a right  to   participate in the conduct of the affairs  of  the  firm. That is  not the case so far as the position  of the  shareholders  of a company is concerned.  The management of  the affairs  of a company is vested in a small body of directors  which  can  be called  ‘directorate’  for the sake  of convenience.  It is only when a situation analogous  to  deadlock  has arisen amongst  the directors inter  se that  the  principles  relating  to the dissolution of  a partnership  can be  extended  to the winding  up  of a company. In  Yenidje Tobacco  Co., case 1916-2 Ch  426 there were only two shareholders both of whom were directors  of the company.  The disputes  between  them  had  reached a stage,  which has been  graphically  described by Lord  Cozens-Hardy in  the passages   cited  above. Of course, it was not  a situation  of  deadlock but it was  a situation worse than   that of a deadlock  where one director was not only  refusing  to  abide  by the decision of the  arbitrator  but was  also  trying  to  prosecute  the other  director for fraud  and the servant of the company was going  on merrily with a fat  salary without  being obliged to carry on  any work  on behalf of the company.  In the present  case,  there is   no conflict  between the directors of the company inter se.  The  dispute in  the present case is between  one  group  of share-holders on  one side and the other group of shareholders  from amongst  whom  the directors have been chosen.   The  dispute has nothing  to do with  the management and does not reflect  itself in the  affairs of the management of the company.  No  shareholder has  a right to participate in the governance of the affairs of the Company  and, as stated above,  the nature of the dispute between the parties  is such that it is quite possible  for  the petitioners to have recourse to  other  remedies and they have  actually  had  recourse to them.  They have filed suits  in the City  Civil Court for the  recovery of the moneys  due to  them by way of dividends.  They had also started  an action under Sections   397  398 and  402 of  the Indian Companies Act, 1956,  for directions  to  check what they called mismanagement  or  oppressive management of the Company.  Reference  was also made to a case reported in Anantha  Raghurama  v. East Coast Transport and Shipping Co. (Private) Ltd.,  28 Com  Cas  20: (AIR  1958 Andh  Pra  259). This  case is also reported in ILR (1957)Andh  Pra 308. In  that case one of the five share holders  of a small private Company presented  a petition for an  order for winding  up the  company on  the grounds  that (1)  there  were  serious misunderstandings  among  the  shareholders  of the company. (2) one of the shareholders was actively  engaged in promoting  the interests  of a firm which  was  conducting  a similar  rival business, and (3)  two other  shareholders,  who  owned,  as  did the company itself,  half   a  share  each  in  another  company, drew a sum of  Rs. 50,000 from this second  company,  which  they did  not   return  and this amounted to misappropriation of the  funds of the company.  It  was held:\n<\/p>\n
 “That  as on the facts,  the first two grounds  were established, and there was  no satisfactory accounting   with  regard to the sum of Rs.  50,000, it was just and  equitable that the company  be  wound up.”\n<\/p>\n
Satyanarayana Raju J.,  referring to the  leading case in (1916)  2 Ch 426, stated that in the  circumstances   prevailing  in the case the principle enunciated by Lord Cozens-Hardy should  be  applied and  the company  should  be  wound up.  The facts in that case w ere peculiar  in that  one of  the  shareholders was actively  engaged  in promoting  the interests  of a firm  which was conducting  a rival business. Furthermore, two  other  shareholders  had misappropriated a sum of  Rs. 50,000\/- It was  in these extraordinary  circumstances that  the  intervention  of the  Court was  called for  on the  analogy of the  dissolution of a partnership  firm.  As repeatedly pointed out there is no suggestion,  whatsoever,  in the present case that the  directors have misconducted themselves  or  have  misapplied the funds of the Company much less misappropriated them  <\/p>\n
 (19) Mr. Banaji  relied upon  a passage of  the Privy Council in Loch  v.  John  Blackwood,  Ltd,  1924  AC  783 at p.  788, which  is as follows:\n<\/p>\n
 “It is undoubtedly  true that  at the foundation  of  applications   for winding  up  on the  “just  and equitable”  rule  there  must lie a  justifiable  lack of  confidence in the conduct  and management of the company’s  affairs.  But this lack of  confidence  must be  grounded on conduct of the  directors,  not in regard to their  private life  or affairs,  but in regard to the company’s  business.  Furthermore the lack  of  confidence must  spring not  from  dissatisfaction  at being  outvoted on  the business affairs  or on what  is called the  domestic   policy  of  the  company.  On the other hand whatever the lack of  confidence   is rested on a  lack  of probity  in the conduct of the  company’s  affairs  then the  former is justified by the  latter and it is under the statute just and equitable  that  the company  be  wound up.”\n<\/p>\n
Now,  if we  examine the  allegations  contained in  the petition,  all that  they  boil  down to is that  lack  of  confidence springs  from the  petitioners’  apprehensions  at being  outvoted  on the business affairs of the Company. There is no suggestion,  whatsoever,  that there is   any  lack  of  honesty  or probity  on the part of management.  That  being   the  case, mere  trotting   out of allegations  viz., that  disputes have arisen  and that  the minority   group  has  lost confidence in  the majority   group, will not  be a  sufficient  group  for winding  up the  Company.  The above observations of the Privy Council   have been  cited  with approval  by the Supreme court in Rajamundry  Electric Supply Corporation Ltd.,  v.  Nageshwara Rao . It is  not necessary  to  refer to the    two other decisions  relied on by  Mr. Banaji  viz., IN   re  janbazar Manna  Estate,  Ltd.   and Seethiah  v.  Venkatasubiah  AIR 1949  Mad  675 because they reiterate  the view laid  down  by the Privy Council in  Loch’s case and  state   in general terms that the view  of the majority  of the shareholders  must prevail  and  the  mere  fact  that there is  difference  of views cannot be considered  to  be  sufficient  reason  for  winding  up  the Company.\n<\/p>\n
 (20)  It only  remains  to  deal with a small  point  that was  made out  by  Mr. Bhatt based on  certain observations  in Re Baku Consolidated Oil fields Ltd.,  (1944) 1 All  ER 24.  In that  case:\n<\/p>\n
 \"The Company  was  formed to acquire  the  undertakings  of  four other companies  carrying  on an oil business in Russia.  Before the undertakings could be acquired, they were confiscated    and since  1920  the  company  had  been engaged in an  endeavour to substantiate a claim  against  the  Government  of Russia. It had not otherwise  carried on any  business  and had  considerable assets.\" \n \n\n  \nIt was held: \n   \n \"In  the circumstances,  the whole substratum of the company had gone  and  a compulsory  order  ought to be made. Such  claim  as the company had  against   the authorities in  Russia  could be equally  well enforced  by a liquidator.\" \n \n\n  \n<\/pre>\n
In my  judgment, this is not an authority  for the proposition  that in all cases the liquidator  would  be in a better position  to lodge a claim  for compensation for the acquisition  of the  undertakings. In Re  Baku’s  case,  (1944)  1 All ER  24 the Soviet  Government  had confiscated the undertakings.  That was a case of  expropriation. In the  normal  course there  is no  question  of demanding  any  compensation   in  respect of an order for confiscation and what the company could  do was to try  to prevail  upon the Soviet Government to give  some compensation. There was  no guarantee that the Soviet Government  would give  any compensation.  The question, therefore,  of putting  forward all the  material  for the purpose of arriving   at a   correct  figure  of compensation did  not  arise.  The  company had  to content  itself with making a  claim in  the hope that something  would eventually  come out of  it.  It  was rightly  held that a liquidator  would  be as much  competent  as the directors  of the company  to make all  possible  endeavours to substantiate  their  claim.  Mr.  Banaji  on the other hand  has relied  upon certain observations  in (19147)  2 All  ER 104 at p. 111.  They are:\n<\/p>\n
 “The  compensation  has to be  assessed  and  received. The amount of compensation  is a matter of great  importance,   and it is obviously  desirable  in  everybody’s  interests  both in the  interests of  the  preference  stockholders  and  of  the ordinary stockholders- that the company’s  case as to the  amount of  compensation should be  cogently  and effectively  put in order that the compensation received may be as large as possible. It  seems  to  me  that  the proper people to look  after that  matter  are the directors of the company, who  are   directors also of all the   other companies  in  the  group,  and who are well acquainted with  the  undertaking of Cable and Wireless  Ltd.”\n<\/p>\n
It is thus clear that even for the limited purpose of  securing  the maximum  amount of compensation,  it is  desirable that the Company  should be kept on going,  so that  the directors  would  be in a  position to extract the maximum  advantage out of it.\n<\/p>\n
 (21) After giving  my  anxious consideration  to the pros and cons of the situation.  I have come to the conclusion  that no case has been made out  by the petitioners  which will  justify  an order for  winding  up  the Company.\n<\/p>\n
 (22) The result is that the petition  fails  and  is  dismissed with cost.  These costs  will include  costs of the petition  before Shah J.,  as  also costs  in appeal from  that order.  They will also include  costs of the notice of motion  taken  out by the  petitioners.  Costs  to  be  taxed.  Counsel  certify.  The  undertaking   given by the Company  in the  appeal  is discharged.\n<\/p>\n
 (23)                    Petition dismissed. \n\n\n \n\n<\/pre>\n","protected":false},"excerpt":{"rendered":"
Bombay High Court In Re: Bilasrai Juharmal And Anr. vs Unknown on 9 December, 1960 Equivalent citations: AIR 1962 Bom 133, (1961) 63 BOMLR 815, 1962 32 CompCas 215 Bom Bench: Naik ORDER (1) This is a petition for winding up of a Company called the Akola Electric Supply Company (Private) Limited (hereinafter referred to […]<\/p>\n","protected":false},"author":1,"featured_media":0,"comment_status":"open","ping_status":"open","sticky":false,"template":"","format":"standard","meta":{"_lmt_disableupdate":"","_lmt_disable":"","_jetpack_memberships_contains_paid_content":false,"footnotes":""},"categories":[11,8],"tags":[],"class_list":["post-59213","post","type-post","status-publish","format-standard","hentry","category-bombay-high-court","category-high-court"],"yoast_head":"\nIn Re: Bilasrai Juharmal And Anr. vs Unknown on 9 December, 1960 - Free Judgements of Supreme Court & High Court | Legal India<\/title>\n<meta name=\"robots\" content=\"index, follow, max-snippet:-1, max-image-preview:large, max-video-preview:-1\" \/>\n<link rel=\"canonical\" href=\"https:\/\/www.legalindia.com\/judgments\/in-re-bilasrai-juharmal-and-anr-vs-unknown-on-9-december-1960\" \/>\n<meta property=\"og:locale\" content=\"en_US\" \/>\n<meta property=\"og:type\" content=\"article\" \/>\n<meta property=\"og:title\" content=\"In Re: Bilasrai Juharmal And Anr. vs Unknown on 9 December, 1960 - Free Judgements of Supreme Court & High Court | Legal India\" \/>\n<meta property=\"og:url\" content=\"https:\/\/www.legalindia.com\/judgments\/in-re-bilasrai-juharmal-and-anr-vs-unknown-on-9-december-1960\" \/>\n<meta property=\"og:site_name\" content=\"Free Judgements of Supreme Court & High Court | Legal India\" \/>\n<meta property=\"article:publisher\" content=\"https:\/\/www.facebook.com\/LegalindiaCom\/\" \/>\n<meta property=\"article:published_time\" content=\"1960-12-08T18:30:00+00:00\" \/>\n<meta property=\"article:modified_time\" content=\"2016-03-26T17:05:50+00:00\" \/>\n<meta property=\"og:image\" content=\"https:\/\/i0.wp.com\/www.legalindia.com\/judgments\/wp-content\/uploads\/sites\/5\/2025\/09\/legal-india-icon.jpg?fit=512%2C512&ssl=1\" \/>\n\t<meta property=\"og:image:width\" content=\"512\" \/>\n\t<meta property=\"og:image:height\" content=\"512\" \/>\n\t<meta property=\"og:image:type\" content=\"image\/jpeg\" \/>\n<meta name=\"author\" content=\"Legal India Admin\" \/>\n<meta name=\"twitter:card\" content=\"summary_large_image\" \/>\n<meta name=\"twitter:creator\" content=\"@legaliadmin\" \/>\n<meta name=\"twitter:site\" content=\"@Legal_india\" \/>\n<meta name=\"twitter:label1\" content=\"Written by\" \/>\n\t<meta name=\"twitter:data1\" content=\"Legal India Admin\" \/>\n\t<meta name=\"twitter:label2\" content=\"Est. reading time\" \/>\n\t<meta name=\"twitter:data2\" content=\"66 minutes\" \/>\n<script type=\"application\/ld+json\" class=\"yoast-schema-graph\">{\"@context\":\"https:\/\/schema.org\",\"@graph\":[{\"@type\":\"Article\",\"@id\":\"https:\/\/www.legalindia.com\/judgments\/in-re-bilasrai-juharmal-and-anr-vs-unknown-on-9-december-1960#article\",\"isPartOf\":{\"@id\":\"https:\/\/www.legalindia.com\/judgments\/in-re-bilasrai-juharmal-and-anr-vs-unknown-on-9-december-1960\"},\"author\":{\"name\":\"Legal India Admin\",\"@id\":\"https:\/\/www.legalindia.com\/judgments\/#\/schema\/person\/0bfdffe9059fb8bb24a86d094609c5ea\"},\"headline\":\"In Re: Bilasrai Juharmal And Anr. vs Unknown on 9 December, 1960\",\"datePublished\":\"1960-12-08T18:30:00+00:00\",\"dateModified\":\"2016-03-26T17:05:50+00:00\",\"mainEntityOfPage\":{\"@id\":\"https:\/\/www.legalindia.com\/judgments\/in-re-bilasrai-juharmal-and-anr-vs-unknown-on-9-december-1960\"},\"wordCount\":13149,\"commentCount\":0,\"publisher\":{\"@id\":\"https:\/\/www.legalindia.com\/judgments\/#organization\"},\"articleSection\":[\"Bombay High Court\",\"High Court\"],\"inLanguage\":\"en-US\",\"potentialAction\":[{\"@type\":\"CommentAction\",\"name\":\"Comment\",\"target\":[\"https:\/\/www.legalindia.com\/judgments\/in-re-bilasrai-juharmal-and-anr-vs-unknown-on-9-december-1960#respond\"]}]},{\"@type\":\"WebPage\",\"@id\":\"https:\/\/www.legalindia.com\/judgments\/in-re-bilasrai-juharmal-and-anr-vs-unknown-on-9-december-1960\",\"url\":\"https:\/\/www.legalindia.com\/judgments\/in-re-bilasrai-juharmal-and-anr-vs-unknown-on-9-december-1960\",\"name\":\"In Re: Bilasrai Juharmal And Anr. vs Unknown on 9 December, 1960 - Free Judgements of Supreme Court & High Court | Legal India\",\"isPartOf\":{\"@id\":\"https:\/\/www.legalindia.com\/judgments\/#website\"},\"datePublished\":\"1960-12-08T18:30:00+00:00\",\"dateModified\":\"2016-03-26T17:05:50+00:00\",\"breadcrumb\":{\"@id\":\"https:\/\/www.legalindia.com\/judgments\/in-re-bilasrai-juharmal-and-anr-vs-unknown-on-9-december-1960#breadcrumb\"},\"inLanguage\":\"en-US\",\"potentialAction\":[{\"@type\":\"ReadAction\",\"target\":[\"https:\/\/www.legalindia.com\/judgments\/in-re-bilasrai-juharmal-and-anr-vs-unknown-on-9-december-1960\"]}]},{\"@type\":\"BreadcrumbList\",\"@id\":\"https:\/\/www.legalindia.com\/judgments\/in-re-bilasrai-juharmal-and-anr-vs-unknown-on-9-december-1960#breadcrumb\",\"itemListElement\":[{\"@type\":\"ListItem\",\"position\":1,\"name\":\"Home\",\"item\":\"https:\/\/www.legalindia.com\/judgments\/\"},{\"@type\":\"ListItem\",\"position\":2,\"name\":\"In Re: Bilasrai Juharmal And Anr. vs Unknown on 9 December, 1960\"}]},{\"@type\":\"WebSite\",\"@id\":\"https:\/\/www.legalindia.com\/judgments\/#website\",\"url\":\"https:\/\/www.legalindia.com\/judgments\/\",\"name\":\"Free Judgements of Supreme Court & High Court | Legal India\",\"description\":\"Search and read the latest judgements, orders, and rulings from the Supreme Court of India and all High Courts. A comprehensive database for lawyers, advocates, and law students.\",\"publisher\":{\"@id\":\"https:\/\/www.legalindia.com\/judgments\/#organization\"},\"alternateName\":\"Free judgements of Supreme Court & High Court of India | Legal India\",\"potentialAction\":[{\"@type\":\"SearchAction\",\"target\":{\"@type\":\"EntryPoint\",\"urlTemplate\":\"https:\/\/www.legalindia.com\/judgments\/?s={search_term_string}\"},\"query-input\":{\"@type\":\"PropertyValueSpecification\",\"valueRequired\":true,\"valueName\":\"search_term_string\"}}],\"inLanguage\":\"en-US\"},{\"@type\":\"Organization\",\"@id\":\"https:\/\/www.legalindia.com\/judgments\/#organization\",\"name\":\"Judgements of Supreme Court & High Court | Legal India\",\"alternateName\":\"Legal India\",\"url\":\"https:\/\/www.legalindia.com\/judgments\/\",\"logo\":{\"@type\":\"ImageObject\",\"inLanguage\":\"en-US\",\"@id\":\"https:\/\/www.legalindia.com\/judgments\/#\/schema\/logo\/image\/\",\"url\":\"https:\/\/www.legalindia.com\/judgments\/wp-content\/uploads\/sites\/5\/2025\/09\/legal-india-icon.jpg\",\"contentUrl\":\"https:\/\/www.legalindia.com\/judgments\/wp-content\/uploads\/sites\/5\/2025\/09\/legal-india-icon.jpg\",\"width\":512,\"height\":512,\"caption\":\"Judgements of Supreme Court & High Court | Legal India\"},\"image\":{\"@id\":\"https:\/\/www.legalindia.com\/judgments\/#\/schema\/logo\/image\/\"},\"sameAs\":[\"https:\/\/www.facebook.com\/LegalindiaCom\/\",\"https:\/\/x.com\/Legal_india\"]},{\"@type\":\"Person\",\"@id\":\"https:\/\/www.legalindia.com\/judgments\/#\/schema\/person\/0bfdffe9059fb8bb24a86d094609c5ea\",\"name\":\"Legal India Admin\",\"image\":{\"@type\":\"ImageObject\",\"inLanguage\":\"en-US\",\"@id\":\"https:\/\/www.legalindia.com\/judgments\/#\/schema\/person\/image\/\",\"url\":\"https:\/\/secure.gravatar.com\/avatar\/4faa9d728ed1af3b73d52225c7f12901ac726fe6f7ea0a3348a1d51f3a930987?s=96&d=mm&r=g\",\"contentUrl\":\"https:\/\/secure.gravatar.com\/avatar\/4faa9d728ed1af3b73d52225c7f12901ac726fe6f7ea0a3348a1d51f3a930987?s=96&d=mm&r=g\",\"caption\":\"Legal India Admin\"},\"sameAs\":[\"https:\/\/www.legalindia.com\",\"https:\/\/x.com\/legaliadmin\"],\"url\":\"https:\/\/www.legalindia.com\/judgments\/author\/legal-india-admin\"}]}<\/script>\n<!-- \/ Yoast SEO plugin. -->","yoast_head_json":{"title":"In Re: Bilasrai Juharmal And Anr. vs Unknown on 9 December, 1960 - Free Judgements of Supreme Court & High Court | Legal India","robots":{"index":"index","follow":"follow","max-snippet":"max-snippet:-1","max-image-preview":"max-image-preview:large","max-video-preview":"max-video-preview:-1"},"canonical":"https:\/\/www.legalindia.com\/judgments\/in-re-bilasrai-juharmal-and-anr-vs-unknown-on-9-december-1960","og_locale":"en_US","og_type":"article","og_title":"In Re: Bilasrai Juharmal And Anr. vs Unknown on 9 December, 1960 - Free Judgements of Supreme Court & High Court | Legal India","og_url":"https:\/\/www.legalindia.com\/judgments\/in-re-bilasrai-juharmal-and-anr-vs-unknown-on-9-december-1960","og_site_name":"Free Judgements of Supreme Court & High Court | Legal India","article_publisher":"https:\/\/www.facebook.com\/LegalindiaCom\/","article_published_time":"1960-12-08T18:30:00+00:00","article_modified_time":"2016-03-26T17:05:50+00:00","og_image":[{"width":512,"height":512,"url":"https:\/\/i0.wp.com\/www.legalindia.com\/judgments\/wp-content\/uploads\/sites\/5\/2025\/09\/legal-india-icon.jpg?fit=512%2C512&ssl=1","type":"image\/jpeg"}],"author":"Legal India Admin","twitter_card":"summary_large_image","twitter_creator":"@legaliadmin","twitter_site":"@Legal_india","twitter_misc":{"Written by":"Legal India Admin","Est. reading time":"66 minutes"},"schema":{"@context":"https:\/\/schema.org","@graph":[{"@type":"Article","@id":"https:\/\/www.legalindia.com\/judgments\/in-re-bilasrai-juharmal-and-anr-vs-unknown-on-9-december-1960#article","isPartOf":{"@id":"https:\/\/www.legalindia.com\/judgments\/in-re-bilasrai-juharmal-and-anr-vs-unknown-on-9-december-1960"},"author":{"name":"Legal India Admin","@id":"https:\/\/www.legalindia.com\/judgments\/#\/schema\/person\/0bfdffe9059fb8bb24a86d094609c5ea"},"headline":"In Re: Bilasrai Juharmal And Anr. vs Unknown on 9 December, 1960","datePublished":"1960-12-08T18:30:00+00:00","dateModified":"2016-03-26T17:05:50+00:00","mainEntityOfPage":{"@id":"https:\/\/www.legalindia.com\/judgments\/in-re-bilasrai-juharmal-and-anr-vs-unknown-on-9-december-1960"},"wordCount":13149,"commentCount":0,"publisher":{"@id":"https:\/\/www.legalindia.com\/judgments\/#organization"},"articleSection":["Bombay High Court","High Court"],"inLanguage":"en-US","potentialAction":[{"@type":"CommentAction","name":"Comment","target":["https:\/\/www.legalindia.com\/judgments\/in-re-bilasrai-juharmal-and-anr-vs-unknown-on-9-december-1960#respond"]}]},{"@type":"WebPage","@id":"https:\/\/www.legalindia.com\/judgments\/in-re-bilasrai-juharmal-and-anr-vs-unknown-on-9-december-1960","url":"https:\/\/www.legalindia.com\/judgments\/in-re-bilasrai-juharmal-and-anr-vs-unknown-on-9-december-1960","name":"In Re: Bilasrai Juharmal And Anr. vs Unknown on 9 December, 1960 - Free Judgements of Supreme Court & High Court | Legal India","isPartOf":{"@id":"https:\/\/www.legalindia.com\/judgments\/#website"},"datePublished":"1960-12-08T18:30:00+00:00","dateModified":"2016-03-26T17:05:50+00:00","breadcrumb":{"@id":"https:\/\/www.legalindia.com\/judgments\/in-re-bilasrai-juharmal-and-anr-vs-unknown-on-9-december-1960#breadcrumb"},"inLanguage":"en-US","potentialAction":[{"@type":"ReadAction","target":["https:\/\/www.legalindia.com\/judgments\/in-re-bilasrai-juharmal-and-anr-vs-unknown-on-9-december-1960"]}]},{"@type":"BreadcrumbList","@id":"https:\/\/www.legalindia.com\/judgments\/in-re-bilasrai-juharmal-and-anr-vs-unknown-on-9-december-1960#breadcrumb","itemListElement":[{"@type":"ListItem","position":1,"name":"Home","item":"https:\/\/www.legalindia.com\/judgments\/"},{"@type":"ListItem","position":2,"name":"In Re: Bilasrai Juharmal And Anr. vs Unknown on 9 December, 1960"}]},{"@type":"WebSite","@id":"https:\/\/www.legalindia.com\/judgments\/#website","url":"https:\/\/www.legalindia.com\/judgments\/","name":"Free Judgements of Supreme Court & High Court | Legal India","description":"Search and read the latest judgements, orders, and rulings from the Supreme Court of India and all High Courts. A comprehensive database for lawyers, advocates, and law students.","publisher":{"@id":"https:\/\/www.legalindia.com\/judgments\/#organization"},"alternateName":"Free judgements of Supreme Court & High Court of India | Legal India","potentialAction":[{"@type":"SearchAction","target":{"@type":"EntryPoint","urlTemplate":"https:\/\/www.legalindia.com\/judgments\/?s={search_term_string}"},"query-input":{"@type":"PropertyValueSpecification","valueRequired":true,"valueName":"search_term_string"}}],"inLanguage":"en-US"},{"@type":"Organization","@id":"https:\/\/www.legalindia.com\/judgments\/#organization","name":"Judgements of Supreme Court & High Court | Legal India","alternateName":"Legal India","url":"https:\/\/www.legalindia.com\/judgments\/","logo":{"@type":"ImageObject","inLanguage":"en-US","@id":"https:\/\/www.legalindia.com\/judgments\/#\/schema\/logo\/image\/","url":"https:\/\/www.legalindia.com\/judgments\/wp-content\/uploads\/sites\/5\/2025\/09\/legal-india-icon.jpg","contentUrl":"https:\/\/www.legalindia.com\/judgments\/wp-content\/uploads\/sites\/5\/2025\/09\/legal-india-icon.jpg","width":512,"height":512,"caption":"Judgements of Supreme Court & High Court | Legal India"},"image":{"@id":"https:\/\/www.legalindia.com\/judgments\/#\/schema\/logo\/image\/"},"sameAs":["https:\/\/www.facebook.com\/LegalindiaCom\/","https:\/\/x.com\/Legal_india"]},{"@type":"Person","@id":"https:\/\/www.legalindia.com\/judgments\/#\/schema\/person\/0bfdffe9059fb8bb24a86d094609c5ea","name":"Legal India Admin","image":{"@type":"ImageObject","inLanguage":"en-US","@id":"https:\/\/www.legalindia.com\/judgments\/#\/schema\/person\/image\/","url":"https:\/\/secure.gravatar.com\/avatar\/4faa9d728ed1af3b73d52225c7f12901ac726fe6f7ea0a3348a1d51f3a930987?s=96&d=mm&r=g","contentUrl":"https:\/\/secure.gravatar.com\/avatar\/4faa9d728ed1af3b73d52225c7f12901ac726fe6f7ea0a3348a1d51f3a930987?s=96&d=mm&r=g","caption":"Legal India Admin"},"sameAs":["https:\/\/www.legalindia.com","https:\/\/x.com\/legaliadmin"],"url":"https:\/\/www.legalindia.com\/judgments\/author\/legal-india-admin"}]}},"modified_by":null,"jetpack_featured_media_url":"","jetpack_sharing_enabled":true,"jetpack_likes_enabled":true,"jetpack-related-posts":[],"_links":{"self":[{"href":"https:\/\/www.legalindia.com\/judgments\/wp-json\/wp\/v2\/posts\/59213","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/www.legalindia.com\/judgments\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/www.legalindia.com\/judgments\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/www.legalindia.com\/judgments\/wp-json\/wp\/v2\/users\/1"}],"replies":[{"embeddable":true,"href":"https:\/\/www.legalindia.com\/judgments\/wp-json\/wp\/v2\/comments?post=59213"}],"version-history":[{"count":0,"href":"https:\/\/www.legalindia.com\/judgments\/wp-json\/wp\/v2\/posts\/59213\/revisions"}],"wp:attachment":[{"href":"https:\/\/www.legalindia.com\/judgments\/wp-json\/wp\/v2\/media?parent=59213"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/www.legalindia.com\/judgments\/wp-json\/wp\/v2\/categories?post=59213"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/www.legalindia.com\/judgments\/wp-json\/wp\/v2\/tags?post=59213"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}