NATESAN J.

This appeal is directed against the order of our learned brother, Sadasivam J., pronouncing the opinion of the court on certain preliminary objections to the maintainability of an application under sections 45A and 45B of the Banking Companies Act, which the liquidators, the respondents in the appeal, had filed. The proceedings arise on the liquidation of the Hanuman Bank Ltd., Tanjore, which is being wound up on a creditor's petition dated July 26, 1947. Liquidation proceedings were initiated under the Indian Companies Act, 1913, and the applicability to the matter of the Banking Companies Act, 1949, which came into force on March 16, 1949, is not questioned before us

Before setting out the questions for consideration in this appeal, which are of general and considerable importance, and not free from difficulty, it is necessary and we shall refer to the facts leading up to the present appeal

The Hanuman Bank Ltd. (in liquidation) was incorporated as a public limited company under the Indian Companies Act, 1913. The subscribed and paid up capital is stated to be Rs. 5, 75, 000 and Rs. 4, 31, 000 respectively. It is needless to refer to the circumstances leading to the creditor's petition for winding up, which was presented on July 26, 1947. A provisional liquidator was appointed on August 19, 1947, and the final order, directing the bank to be wound up, was passed on November 5, 1947. By an order dated January 12, 1948, the present respondents, Messrs. Brahmayya and Company, were appointed the official liquidators. The father of the present appellants, one Dewan Bahadur Swaminatha Iyer, a retired Chief Engineer of the Madras Government, was a director of the bank, and according to the liquidators, intimately connected with the management of the bank, till its crash. While, under article 52 of the articles of association of the bank, the general supervision and control of the business of the bank were vested in the directors, under article 54, the actual management of the business was vested in the managing committee as provided under article 59. Article 60 provided that the managing committee shall have all the powers of the directors, and all acts of management done by them in conformity with the rules and regulations of the bank shall have the like force and effect, as if done by the directors themselves. Article 64 provided that, subject to the control of the managing committee, the business of the bank should be conducted and carried on by the managing director, in accordance with the rules and regulations of the bank. It is stated on behalf of the official liquidators that on August 17, 1937, the aforesaid Swaminatha Iyer became a member of the managing committee, and on March 22, 1938, he has elected as the president of the board of directors. According to the liquidators, the managing committee, under the dominating influence of Swaminatha Iyer, allowed the affairs of the bank to be carried on by the managing director in a reckless manner, according to his whims and fancies, in total disregard of his powers and duties. It is also stated that Swaminatha Iyer was fully conversant with the affairs of the bank, and the conduct of the business of the bank by the managing director in disregard of the rules and regulations, be it in the matter of making loans and advances, or in making investments. The liquidators charge Swaminatha Iyer with permitting the funds of the bank to be misapplied by improper loans and advances, and discounting of cheques and bills. There is another count that the funds of the bank were unauthorisedly utilised for the purchase of coffee estates by K.V.Krishnamurthi Iyer, the managing director of the bank, for the Coorg Coffee Plantations Ltd., which he promoted, and of which Swaminatha Iyer was the president. It is stated by the liquidator that K.V.Krishnamurthi Iyer was enriching himself vastly at the expense of the bank, utilising the funds of the bank for purchasing lands in hi