JUDGMENT

P. K. GOSWAMI, J.:—This appeal by certificate is against the common judgment of the Calcutta High Court in respect of respondents application for winding up and appellant s stay application relating to the Hind Overseas Private Limited, a private limited company (briefly the company).

2. The question that is raised in this appeal relates to the scope of Section 433 (f) of the Companies Act, 1956 (briefly the Act) and in particular whether the principles applicable in the case of dissolution of partnership could be invoked in the case of the company.

3. The allegations in the winding up petition before the High Court are as follows:-

The company was incorporated under the Act in August 1956. The nominal capital of the company is Rs. 5,00,000/- divided into 2,500 Equity shares of Rs. 100/- each and 2,500 unclassified shares of rupees 100/- each, the entire nominal capital has been issued and fully paid up.

4. The petitioners (respondents herein), Raghunath Prasad Jhunjhunwalla and his son, Phoolchand Jhunjhunwalla (hereinafter to be described as R. P. J. and P. C. J. respectively), and the members of their family hold 1875 shares in the company and the remaining 3125 shares are held by one V. D. Jhunjhunwalla and the members of his family.

5. In or about the month of May, 1956, R. P. J. and V. D. Jhunjhunwalla (briefly V. D. J.) who was then carrying on business under the 567 name and style of Chimanram Motilal with his cousin, one Mahabir Prasad Jhunjhunwalla (for brevity M. P. J.) agreed to start a new business of iron and steel in co-partnership and for that purpose an account was opened in the name of Raghunath Prasad Jhunjhunwalla ke Sir Khata in the books of Chimanram Motilal . It was further agreed between the parties that R.P.J. would have six annas share and V.D. J. along with M. P. J. ten annas share in the said proposed partnership business.

6. Before the said proposed business could be started, V. D. J., however, changed his mind and some time in the month of June 1956, he suggested to R. P. J. that a limited company be formed, inter alia, to carry on the business in iron and steel and the shares in the company would be held by R. P. J., V. D. J. and M. P. J. and the members of their respective families in the same proportion as mentioned above. V. D. J. further agreed to provide for and arrange along with M .P. J. the entire finance that may be necessary for the purpose of the business of the company and R. P. J. and his group would generally look after the day to day business of the company under the general control and supervision of V. D. J. It is stated in the petition that R. P. J. in view of the relationship between the parties and having trust and confidence in V. D. J. agreed to the said suggestions and accordingly the company was formed on or about August 9, 1956, under the provisions of the Act. One Anil Chandra Dutta, an employee and nominee of V. D. J. along with R. P. J. became the subscribes to the Memorandum of Association of the company and also became its first director. After its incorporation, the company carried on for some time the business of controlled stockists of iron and steel and since the end of the year 1958 the company carried on the business of the manufacture and supply of railway sleepers in execution of Government contracts.

7. On or about August 23, 1956, V. D. J. and M. P. J. were co-opted as directors of the company. On or about November 23, 1957, Anil Chandra Dutta resigned from the Board of Directors and P. C. J. was co-opted as a Director in his place. R. P. J. was appointed as Director-in-charge of the company on November 23, 1957 at a monthly remuneration of R.s 1000/-. This remuneration was subsequently increased to Rupees 1250/- per month with effect from October 1, 1961 and he was also granted further allowance of Rupees 250.00 per month on account of maintenance of guest house. His monthly remuneration was again increased to Rs. 2000.00 with effect from September