NEINA MARIKAR v. CEYLON STANDARD PRESS COMPANY, LIMITED.

NEINA MARIKAR v. CEYLON STANDARD  PRESS
COMPANY, LIMITED.

Special, 279.

Company-Ordinances Nos. 4 of 1861, 6 of 1888, and 3 of 1893-Application for compulsorily winding up-Discretion of the Court to inquire into the bona fides of the application.

    Upon an application to the District Court by a registered shareholder in a Joint Stock Company for an order to wind up the Company compulsorily-

    Held, per MIDDLETON, J., that, as a general rule, after a resolution had been passed for winding up a Company voluntarily a shareholder could not obtain a compulsory order for winding up, there being no allegation in the petition or affidavit that it was not the majority of the shareholders who had assented to the voluntary winding up, or that there was any fraud on the part of those who had done so, or that they could not be trusted to determine the matter themselves, and that the resolution to wind up voluntarily was a sham.

    Held, per Curiam, the Court has a discretion vested in it by sections 78 and 80 of Ordinance No. 4 of 1861 to dismiss a petition for winding up a Company, if it is satisfied that the petition is one not made in good faith, or is founded upon insufficient materials.

    S.L. NEINA MARIKAR being a registered shareholder in the Ceylon Standard Press, Company, Limited, petitioned the District Court of Colombo for an order to wind up the Company compulsorily under the provisions of the Joint Stock Companies' Ordinance, No. 4 of 1861, and the amending Ordinances No. 6 of 1888 and No. 3 of 1893.

    In his application and affidavit submitted to the Additional District Judge, Mr. Felix Dias, it was stated that an attempt was being made to wind up the Company privately to the detriment of the general body of shareholders, and that a resolution to that effect had been passed, but had not been confirmed. The counsel for the applicant moved for an interim order on the Company not to confirm any such resolution until the hearing of the application. The Additional District Judge allowed an order on the Company returnable on the 25th February, to appear and show cause why the Court should not order it to be wound up compulsorily under its direction, and it further ordered that the Company should refrain from confirming any resolution for the voluntary winding up of its affairs until the hearing and determination of the said application.

    On the 1st February, 1904, the proctor for the said Company applied to the District Judge of Colombo, Mr. Joseph Grenier, to fix the 4th February, 1904, for the Company to show cause against Mr. Dias's order. This was allowed ex parte.

    Pursuant to this order an inquiry was held by Mr. Grenier into the matters alleged in the petition, and on the 22nd February the learned Judge dismissed the petition with costs by the following order:-

    '" I find the petitioner is a Moorish trader, and holds one share in the Company worth Rs. 100. His application to wind up the Company is supported by an affidavit carefully and methodically arranged with figures, which apparently justify these statements In view of his admission in cross examination the first question I have to determine is whether this petition is a bond fide one; and secondly, whether the petitioner can be held responsible for the statements contained in it and in his affidavit It is contended for the Company that the petitioner has been made use of by others for purposes of their own.

    "I think that the Court has a discretion vested in it by sections 78 and 80 of Ordinance No. 4 of 1861 and the preceding section to dismiss a petition for winding up a Company, if it is satisfied that the petition is one not made in good faith, or is founded upon Insufficient material, or no materials at all.

    This petition has been presented by a contributory who had not fully paid up his share at the date of the appl

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