JUDGMENT

Leach, J - This is an application by the petitioners as liquidators of the Burma Loan Bank, Limited, for an order directing the respondent to attend before this Court for the purpose of being publicly examined as to the conduct of the business of the Bank and as to his own conduct and dealings as a director of the Bank. In the petition the respondent is described as the ex-managing director of the Burma Loan Bank, Limited. The respondent objects to an order being passed on the ground that the company is not in law in liquidation. There is no doubt that under the provisions of Section 196 read with Section 215, Companies Act, I have power to grant the application if the company is in liquidation. It is equally ?clear that I have not the power to grant the application if the company is not in liquidation as Section 196 only deals with the case of a company which is in the course of being wound up. On 5th November 1933, a meeting of the directors of the Bank was held at which the following resolution was passed:

That in view of the fact that the Bank is unable to meet the demands on its fixed Savings and Current Account deposits out of its present resources, it shall suspend payment to its depositors with effect from Monday, 6th November 1933.

2. On the 6th November the following notice was issued to the share-holders:

There will be an extraordinary general meeting of the share-holders of the Bank at the Bank's Office at 8 p.m. on Tuesday, 21st November 1933, to consider the question of voluntarily winding up the business of the Bank and to appoint one or more liquidators to conduct the winding up.

3. The fourteen days' notice required by the Articles of Association of the Bank was given. At the meeting held on the 21st November, there were 11 shareholders present and the question of the liquidation of the Bank was discussed. According to the minutes the question of reconstruction of the loss was also discussed. It was then decided that the meeting be adjourned and in the meantime the creditors be consulted at a meeting to be convened for the purpose. It was further decided that the dates and hours of the respective meetings of the creditors and the share-holders should be notified in due course. On the 1st December the following notice was issued to the share-holders:

The adjourned meeting of the share-holders of the Burma Loan Bank, Limited, will be held at the Bank's Office at 2 p.m. on Saturday 16th December 1933, to consider the matters left unfinished at the extraordinary general meeting held on Tuesday"1, 21st November 1933.

4. On that occasion 10 share, holders assembled and passed the following resolution:

That the business of the Bank be wound up voluntarily with Mr. J.C. De, M.A.B.L., Advocate, and Mr. J.C. Ghose, B.L., Advocate, as joint liquidators. The liquidators will get a, remuneration of 5 per cent, on the total realization of the assets of the Bank after their assumption of office.

5. Section 203, Companies Act, reads as follows:

A company may be wound up voluntarily (1) When the period (if any) fixed for the duration of the company by the. articles expires, or the event (if any) occurs, on the occurrence of which the articles provide that the company is to be dissolved and the company in general meeting has passed a resolution requiring the company to be wound up voluntarily; (2) if the company resolves by special resolution that the company be wound up voluntarily; (3) if the company resolves by extraordinary resolution to the effect that it cannot by reason of its liabilities continue its business, and that it is advisable to wind up.

6. Mr. Doctor on behalf of the petitioners contends that this company is in voluntary liquidation as a result of an extraordinary resolution passed in accordance with Section 203(3) of the Act. Section 81(1) states:

A resolution shall be an extraordinary resolution when it has been passed by a majority of not less than three-fourths of such members entitled to vote as are; present