Lord Atkin:-

This is an appeal from the High Court of Judicature at Allahabad in a proceeding in the course of the winding up by the Court of the Union Indian Sugar Mills Company. On 28th May 1926, the winding up order was, made on a creditor's petition. The company carried on an extensive business and strenuous efforts were made by the share holders to save the concern. Eventually, alternative proposals were made by various financial houses either to buy the undertaking out and out or to advance on mortgage defined sums on the terms that the mortgagees managed the business for a term of years and recouped themselves out of the profits. In due course these proposals were laid before the Court by the liquidators for direction. The Court directed a meeting of shareholders to be held to decide whether they would accept the offers of Lala Har Kishin Lal or of Lala Kamlapat the appellants. Both parties had put forward a scheme to advance substantial sums on mortgage and both had alternatively offered to purchase at a named sum. It is clear that all parties concerned and the Court considered that they were acting under the provisions of S. 153, Companies Act 1913, which provides that wher