( 1 ) SULEKHA Works Ltd. (hereinafter, referred to as the (Company) is a public Company which was incorporated in 1946. The objects of the Company inter alia are the manufacture of ink and allied products. The Company was promoted by the members of a family (hereinafter referred to as the Maitras) and four outsiders. A Private Company, viz. , Maitra Brothers and Co. Ltd. was and still is the Managing Agent of the Company. Sankaracharyya Maitra was the Managing Director of the Managing Agency Company and as such he was and is ex officio Director of the Company. He became the ex Offico Director in 1946 and is still such a Director of the Company.

( 2 ) THE Company was started with a paid up capital of Rs. 12,000/- only. With this small capital the Company carried on business in a small way until 1951, from which year the volume of its business showed a phenomenal rise. The balance sheets from 1951 to 1961 disclose remarkable progress in the prosperity of the Company, The, gross sales of the Company from year to year, set out below will give a true picture of the Company's progress:

Year Gross Sale

1950 Rs . 1,16,818/-

1951 Rs . 3,06,708/-

1952 Rs . 4,80,968/-

1953 Rs . 7,75,095/-

1954 Rs . 10,37,457/-

1955 Rs . 15,35,533/-

1956 Rs . 19,80,637/-

1957 Rs . 22,59,822/-

1958 Rs . 27,18,412/-

1959 Rs . 33,98,512/-

1960 Rs . 37,41,909/-

1961 Rs . 42,00,000/-

The above figures are a clear indication of the progressive rise in the Company's prosperity. The balance sheets show that in 1952 the paid up capital of the Company was Rs. 1,09,370/- and in 1960 it was Rs. 3,23,000/ -.

( 3 ) THE present application arises out of a winding up petition presented on July 25, 1962 by one Amar Nath Sarma who is a contributory and a Director of the Company. The petition was admitted on the same day by S. P. Mitra, J. and various interim orders were made, to which I will refer later on. On March 5, 1963, an order was made directing inter alia usual advertisements in the Calcutta Gazette and two newspapers, but such advertisements were not to be issued till March 11, 1963. On the next day this application was moved on behalf of the Company for an order for dismissal of the winding up petition, an order recalling or setting aside the orders for advertisements made on March 5, 1963, stay of all further proceedings including publication of advertisement of the winding up petition and for other orders.

( 4 ) IN order to understand the rival contentions of the parties in the winding up petition and in the present application, it is necessary to go into the activities of the parties during a few previous years.

( 5 ) THE Maitras promoted a Private Company under the name of Bengal Sales Agency Private Ltd. (hereinafter referred to as the Agency Company), which became the Selling Agent of the Company's products. One Sachindra Narayan Guha, a Director of the Company, became a Director of the Agency Company and was looking after its affairs. Disputes arose among the Directors of the Agency Company and on or about June 7, 1961 the Agency Company filed a suit against Guha. This suit caused a chain reaction and sparked off serious disputes among the Directors of the Company, some of whom were also Directors in the Agency Company.

( 6 ) THE immediate result of the suit filed against Guha was that on June 20, 1961 Guha presented a petition for winding up the Company. This petition was admitted and various ad interim orders were made by S. P. Mitra, J. on the winding up petition. In this petition numerous charges were made against the Directors of the Company, among whom Sarma is one. Various charges were also made against the Managing Agent.

( 7 ) THE dispute with Guha was settled; the substance of the settlement was an exchange of shares between Guha and the Maitras. This exchange of shares was effected with a view to give Guha sole control over the Agency Company and terminate his interest in the Company, Guha transfe