The substratum of a company is gone when the main object for which it was formed can no longer be pursued.

( 1 ) THIS is a petition to wind up a company which was registered under the Indian Companies Act, 1913, in the year 1945 under the name and style of Goenka Commercial Bank Ltd. The grounds of the application are that the substratum of the company is gone and in the events which have taken place and the situation in which the company is placed it is just and equitable to wind up the company. A further ground) is taken that the company had suspended business for more than a year before the presentation of the petition. Strictly speaking, the first ground is treated in text books as one of the various branches of the 'just and equitable' clause but there have been instances in which Courts have resorted to the 'just and equitable' ground apart from that of failure of the substratum of the company.

( 2 ) THE Memorandum of Association of the company shows that its name was the Goenka Commerical Bank Ltd. Clause 3 of the Memorandum enumerates the various objects of the company. The clause is divided under 29 heads. Sub-clauses (1), (2) and (3) of Clause 3 are as follows: (1) establishing and carrying on the business of a bank, whereof the head office or place of business shall be Darjeeling, with such branches or agencies within India or elsewhere as may from time to time be determined; (2) accepting deposits of money on current account or otherwise, subject to withdrawal by cheque, draft or order or otherwise; (3) carrying on the business of banking in all its branches and departments, including the borrowing, raising or taking up money, the lending or advancing money either upon or without security, the drawing, making, accepting, discounting, buying, selling, collecting and dealing in bills of exchange, hoondies, promissory notes, coupons, drafts, bills of lading, railway receipts, warrants, debentures, certificates, scrips and other instruments and securities, whether transferable or negotiable or not, the granting and issuing letters of credit, travellers' cheques and circular notes; the buying, selling and dealing in bullion and specie;the buying and selling of foreign exchange including foreign bank notes, the acquiring, holding, issuing on commission, underwriting and dealing in stock, funds, sharas, debentures, debenture stock, bonds, obligations, securities' and investments of all kinds; the purchasing and selling of bonds, scrips or other forms of securities on behalf of constituents or others; the negotiating of loans and advances; the receiving of all kinds of bonds, scrips or valuables on deposit or for safe custody or otherwise, the collecting and transmitting of money and securities,

( 3 ) SUB-CLAUSES (4) to (28) really enumerate the powers of the company. Sub-clause (29) reads as follows:"the objects specified in each sub-clause of this clause shall, except where otherwise expressed in such sub-clause, be independent main objects and shall be in nowise limited or restricted by reference to or inference from the terms of any other sub-clause or the name of the company".

( 4 ) THE authorised capital of the company is Rs. 20,00,000/- divided into 2,00,000 ordinary shares of Rs. 10/- each; the issued capital is Rs. 10,00,000/-; the subscribed and paid up capitals are Rs. 8,52,000/- and Rs. 5,85,200/ -. The petitioner claims to be a registered shareholder of the company holding no less than 20,000 ordinary shares of Rs. 10/- each, out of which Rs. 6/- per share has been paid up. One Nagarchand Goenka of Darjeeling was the person mainly responsible for the promotion of the company and it is not disputed that the majority of the shares of the company are held by persons belonging to his family and/or by his friends and/or relations and/or nominees referred to in the petition as the 'goenka Group of shareholders'. Nagarchand Goenka died in the year 1950. According to the petition prior to his death the business of the company was being carried on very efficiently. After his death his widow, Sm, Rama-sun