were said to constitute the break-up had been picked up merely because when added up, they totalled up to Rs. 5600. But the learned counsel was unable to point out any such other item. His contention, therefore, cannot be accepted. The individual items in exhibit Public Witness 30/11 have to be accepted as correct. None of these items is said to have been paid back or otherwise adjusted.

( 32 ) THE item of Rs. 5600 was noticed by the directors in their meeting dated January 28, 1960 when a resolution in respect thereof was passed as is apparent from the minute book. Notice of this meeting was duly served on the appellant, although she in her cross-examination has stated that she received the notice on January 31, 1960. She does not say that the agenda of the meeting did not accompany the notice, nor was any question asked from Anand Kumar or Sushil Kumar about the agenda. She was, therefore, aware of this amount having been debited to her account. She did not protest. The resolution cannot be said to have been manipulated, especially as the minute book was duly signed, by Mr. K. K. Jain, the appellant's learned counsel on December 1, 1960 in pursuance of the orders of G. D. Khosla, C. J.

( 33 ) IT has been stated that this item of Rs. 5600 together with other items were falsely debited to the appellant's account in order to off set any credits that were given to her on account of dividends. This allegation is without any basis, as no dividend was declared by the company before March 23, 1960, which became payable 42 days after its declaration. This, being the first dividend, ever declared, the question of raising debit entries about a year in advance in May, 1959 did not arise and in any case this one isolated instance cannot be magnified to give a verdict of lack of probity on the part of the directors towards the proprietary rights of the appellant. The above aspect of the case obviously was not brought to the notice of the learned Company Judge and we must say with respect, that we are unable to agree with his conclusion to the effect that this item of Rs. 5600 was falsely debited to the appellant's account. In any case. this entry does not in any way affect the appellant's proprietary rights as a shareholder.

( 34 ) THE second debit against the petitioner was of a sum of Rs. 3000 on March 15, 1961, by way of a transfer entry from the name of one Sardar Jasmer Singh, a brother-in-law of the appellant. According to the appellant, this was another advance taken by the respondents. But it is not in dispute that Rs. 3000 were actually paid some years earlier to Jasmer Singh, under appellant's instructions towards the repair charges of a car belonging to the company. Jasmer Singh was asked to submit a bill as the auditors were raising objections. In reply he wrote that he had submitted the bill to the appellant. The appellant, when approached, did not care to reply. The amount was. therefore, debited to her account by means of a transfer entry made after the winding up petition was filed. This subsequent event, therefore, should not have been taken note of. And, in any case, we have not been able to appreciate the contention of Mr. R. M. Lal, that this amount should have been kept debited to Jasmer Singh. His contention that this debit was raised against the appellant merely to harass her is without any basis.

( 35 ) THE item of Rs. 3000 together with the item of Rs. 5600 forms part of the total debit balance of Rs. 13,348. 58, which was shown in the balance sheet for the year ending March 31, 1959 as advances to directors or their associates, Jasmer Singh having been treated as an associate of the appellant, being her brother-in-law. Mr. R. M. Lal contended that the note in the balance sheet could not be read to mean advance to the appellant. It could be an advance to some other director. The contention, however, is without any substance. The entry regarding this advance is repeated in the balance sheet for the year ending may

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