The Court has inherent power to prevent the abuse of its process and if a Court takes the view on properly presented petition that the application for winding up is not bona fide it can at the initial stage take steps to see that the company's goodwill may not be damaged and direct affidavits to be filed in order to satisfy itself that prima facie a case for winding up of the company is made out.

( 1 ) THIS is an appeal from an order refusing to stay proceedings in a company petition No. 22 of 1965 for winding up of the appellant company.

( 2 ) THE facts are as follows : The company, the appellant before us, is a private limited company with a nominal capital of Rs. 1,00,000/- divided into 100 shares of Rs. 1000/- each. The paid up capital of the company is Rs. 90,000/ -. The main object of the company is to carry on work of mechanical and constructional railway and electric engineers. Under the article of association the company is to have no directors and its business is to be conducted by the members who are to exercise all the powers and functions of the directors. There were originally three members each with 30 shares. Each members is to have one vote and the quorum at all meetings is two members present personally. Under the articles Profulla Kumar Dutta, the eldest of the three brothers who are members of the company, was competent to sign in the name of the company to receive moneys, cheques etc. , on behalf of the company and in short was to exercise all the financial powers of the company. He was also to act as Chairman of the meetings. There can be little doubt that for some time past the brothers have not been pulling on well together. Subol Chandra Dutta one of the brothers purported to transfer his shares to Profulla Kumar Dutta. Subol Chandra Dutta has, however, filed a suit challenging the validity of the transfer and the sit is still pending. The eldest brother Profulla Kumar Dutta who became the holder of 60 shares on the strength of Subol's transfer, himself transferred five shares to his wife in or about June 1964. Originally the registered office of the company was at No. 137, Canning Street, Calcutta. Profulla Chandra Dutta has purported to transfer the same to No. 7, Hingan Jamadar Lane which is also his residence and the place where the workshop of the company is situate. The respondent Pranay Kumar Dutta, the second brother presented a petition for winding up of the company alleging inter alia :- (a) Profulla Kumar Dutta has made it impossible to carry on the business of the company with profit. He has started a firm of his own under the name and style of P. K. Dutta and Co. and selling the same at a considerable profit through his own firm with the result that the profits of the company are all being swallowed up by the firm of P. K. Dutta and Co. (b) Profulla Kumar Dutta is not holding any proper meeting of the company and the youngest brother is not being given due intimation of the holding of meeting. (c) Pranay Kumar who was in the employ of the company and used to draw salary from it has not been paid his salary for a long time past with the object of squeezing him out of the company. (d) Profulla Kumar Dutta purported to transfer the registered office of the company without the knowledge or consent of Pranay Kumar Dutta. Profulla has also managed to defraud the other brother Subol dishonestly of the shares held by him. (e) The company being a family concern and the members thereof having lost confidence in each other it will be a just and proper case to wind it up.

( 3 ) THE petition of Pranay was admitted by the learned company Judge on February 17, 1965 and notice of presentation of the petition was directed to be published in newspapers and other usual directions given.

( 4 ) ON March 15, 1965 the company took out a Judge's Summons supported by an affidavit of Profulla Kumar Dutta praying for stay of all proceedings in the winding up petition, stay of advertisement and other directions. In this the allegations made by Pranay had been sought to be contradicted and an attempt was made to establish that it was Pranay Kumar Dutta who was not co-operating with Profulla Kuma Dutt in the management of the affairs of the company.

( 5 ) THE learned Judge who heard this stay application observed that it was difficult for him to ascertain the truth of the allegations and counter