This appeal is from the judgment and decree in Original Suit No. 216 of 1958 on the file of the Sub-Court, Coimbatore. The decree has been passed against the appellants, defendants in the suit, for payment of a sum of Rs. 19,585-23 nP. to the plaintiff-respondent, which is a company under voluntary liquidation. The correctness of this decree is called in question by the appellants, mainly on the ground that the suit is not maintainable.

The facts are these. The Utilities (India), Limited, a company registered under the Indian Companies Act, which will be referred to in this judgment as the Company was managed by a certain Venkatesalu Naidu. The defendants are his sons: The Company did not function properly, and consequently the members (share-holders) passed a special resolution in the General Body meeting held on 24th August, 1955, that the company be wound up voluntarily. One of the directors, R. T. Naidu, was appointed as the liquidator. The Managing Director, Venkatesalu Naidu had in his hands a sum of Rs. 25,585-23 nP. belonging to the company, and was also in possession of the company’s account books. In spite of the request of the liquidator he failed to hand ov