( 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