P. B. MUKHARJI, J.

( 1 ) THIS is an application by the Life Insurance Corporation of India under Sections 397, 398, 399 and 402 and 403 of the Companies Act, 1956, for an order that the Special Officer already appointed hereunder may be authorised to enter into an arrangement with the State Bank of India by which all the accounts now standing in the name of Richardson and Cruddas Ltd. , may be consolidated into one account and to operate the said account or any other account that may be opened in the said Bank either himself or through a person or persons duly authorised and to execute all documents necessary for confirming the existing mortgage, hypothecation agreement and cash credit agreement with the said Bank and also to execute such other supplemental documents for the purpose of giving effect to the agreement by which the Government of India will guarantee the indebtedness of Richardson and Cruddas Ltd. to the said Bank to the extent of Rs. 95,00,000/ -. There can be no objection to that order being made and I am making an order accordingly.

( 2 ) THE next order that this application seeks is that in case of a dispute between the State Bank and the Special Officer regarding the form of the document or documents to be executed by the Special Officer, the Special Officer may be authorised to have the necessary document or documents settled by the Advocate General of West Bengal and to pay his fees out of the assets of the Company. To this order also there can be no objection and I am making an order accordingly.

( 3 ) THE next order sought by this application is that the Special Officer may be authorised to constitute an Advisory Board.

( 4 ) NOW the powers of the Court under Section 402 of the Companies Act are wide. In fact, the Court may make any order for the regulation of the conduct of the Company's affairs upon such terms and conditions as may, in the opinion of the Court, be just and equitable in all the circumstances of the case. Constitution of an Advisory Board by orders of Court in a proper case of Company management is therefore in my view within the competence of the Court under Section 402 of the Companies Act, 1956. The next question is to consider whether this is a proper case where an Advisory Board is useful. The Special Officer's appointment was confirmed by this Court on the 23rd April, 1958, In making that order, I directed the Special Officer to take charge of the affairs of the Company and manage the same and I removed all the members of the then Board of Directors and Managing Agents of the Company Richardson and Cruddas Ltd. on the ground of serious mismanagement. I did not make the order for winding up the Company because I thought that the Company was engaged in essential industries necessary for the implementation of the Second Five Years Plan for the country.

( 5 ) SINCE the appointment of the Special Officer attempts are being made by him to put the Company's administration on a sound basis. The Corporation now makes the application to have a Board of Advisors to assist the Special Officer of this Court in regulating and managing the Company's affairs and its business. The pattern of Court's powers of managing under Section 402 has to be worked out. The section is an innovation in Company administration by the Court. Having heard the learned Advocate General for the applicant on the point and other learned counsel appearing for the respondents, I venture to lay down a scheme which I hope will not only be useful for the purpose of the present case but also serve as a basis in appropriate cases.

( 6 ) I, therefore constitute in the best interest of the Company, a Board of Advisors on the following terms and conditions: (1) There will be a Board of Advisors to assist the Special Officer, in managing the business of the Company by tendering advise in the manner and on the subjects specified, hereinafter. (2) The Board of Advisors will consist of the following members: (a) A representative

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