V. Gopal Chetti and Others vs The Ripon Press and Sugar Mill Co. Ltd.

This is an application for the winding up of the Ripon Cotton Press Company which has its place of business at Bellary and its factory at Raichur

in the Nizam''s Dominions. It is not suggested that the Company is insolvent and in fact we have a statement in which dividends are shown to have

been declared from 1909 till 1922. It is, however, urged that it is just and equitable that the Company should be wound up within the meaning of

Section 162 (6) of the Indian Companies Act, because the Company is not being worked for the benefit of the shareholders in general but mainly

for the benefit of the family of Mr. Venkata Rao who is one of the Directors of the Company and Chairman of the Board of Directors.

In Loch v. John Blackwook (1924) AC 738 it was held to be a good reason for making a winding up order that there was a justifiable lack of

confidence in the conduct and management of the Company''s affairs owing to the management being held in one family which was in a position to

dominate the other shareholders and monopolise the Company''s affairs for its own individual benefit. The learned Judge in the trial Court was of

opinion that sufficient facts had not been proved to justify a winding up order. The case just quoted by me was not then brought to his notice as it

was decided subsequent to his order of 3rd November 1922. The principal grievance of the petitioning shareholders is that very large balances,

instead of being kept in a Bank where they might earn interest, are kept in the hands of the treasurers who are K. V. S. Ramachander & Co.

represented by Mr. K. Ramachander, who is Mr. Venkata Rao''s son, and that while these balances have been accumulating the amount of

dividend per share has been diminishing. An enormous advantage was secured by Mr. Venkata Rao''s family by a special resolution of an

Extraordinary General Meeting of 26th March 1910 when it was resolved that the firm of Ramachander & Co. should be appointed the treasurers

of the Company on condition of their retaining the Company''s moneys without interest and also of lending moneys to the Company without interest

whenever required. Simultaneously the Office of Secretary was abolished with effect from 1st April 1910. This was resolved at the meeting of 26th

March 1910 and confirmed at a subsequent meeting on the 9th April. As a result of this resolution Mr. Venkata Rao''s family were able to have the

control of a large amount of capital for which no security was given and no interest had to be paid. It is not on record that they ever had to lend

any money to the. Company without interest. It was thus made advantageous to the directorate to accumulate as large balances as possible in the

hands of the treasurers and to pay as small amounts as possible in the way of dividends. When I say ""directorate'''' 1 mean Mr. Venkata Rao and

those who had the same interest. The capital of the Company consists of 250 shares of Rs. 500 each, of which only 200 shares have been issued

and Rs. 250 paid up on each share. It is alleged in the petition that Mr. Venkata Rao has control over 75 shares which are directly in the name of

himself and his family. But in his evidence Mr. Venkata Rao admitted that he had interest in 142 or 146 shares out of the total of 200 shares and

thus in all voting he is able to command a preponderating influence. It is also alleged that if the other shareholders do not show compliance with his

wishes he coerces them by threatening to call up the unpaid portions of their shares. At one time when there was a question of abandoning the

Hospet Sugar Mill, which was one of the objects of the Company, P. W. 1 states that Mr. Venkata Rao threatened to call up the unpaid share

capital and put the shareholders to inconvenience and trouble if they did not agree to his proposal. As the Sugar Mill is one of the objects of the

Company declared in the Memorandum of Association, a special resolution of the shareholders and the orders of the Court were required by

Section 12 of the Indian Companies Act for altering the Memorandum. As in 1920 to 1922 there were five directors, of whom Mr. Venkata Rao

was one and his son K. Ramachandran was another, two of his nephews and a brother-in-law were also Directors, there was every chance of the

Directors being able to effect their own purpose and put pressure on the shareholders by using their power under Articles 24 to 26 of the Articles

of Association in Table A of the Act to make the shareholders pay up the calls and to forfeit the shares of those members who did not comply with

their demands. Since the appointment of K. Ramachander & Co. as treasurers in 1910 the dividends per share have shown a steady decrease until

in 1921 and 1922 only Rs. 15 per share were declared, this being equal to a dividend of about 6 per cent. One explanation for keeping such large

sums in the hands of the treasurer is that money comes in at the end of the year and expenses have to be incurred during the working season for

which a large amount of working capital is necessary; but the balance sheets in past years do not show that more than Rs. 10,000 has ever been

necessary for the working expenses of the Company, whereas the balances that have been kept have in one year been as much as Rs. 54,000. In

addition to this, there have been several irregularities in the working of the Company. Dividends have not been regularly paid. Some shares were

pledged in favour of a mortgagee whose transferee brought a suit and although the transfer had been recognised, the Company contested the suit

O.S. No. 12 of 1917 and had to pay costs amounting to Rs. 587 and Rs. 1,176 for interest. The officers of the Company evidently did not act in a

bona fide manner in defending the suit against the plaintiff''s demand after the shares had been registered in the name of the transferee. In Small

Cause Suit No. 71 of 1917 a decree was obtained for Rs. 125 on account of dividend which was being withheld without any justification. The

balance sheet for 1923 is not yet available in spite of the requirements of Section 131 of the Act, although we are now nearly at the end of 1924.

Although the accounts appear to have been audited every year by an auditor named G. Venkatachellam Chetti, it does not appear that the

accounts at Raichur were looked into and compared with the accounts kept at the Head Office in Bellary. On 27th August, 1921, a resolution was

passed by a majority of votes of the shareholders for the voluntary winding up of the Company. But this was not given effect to as the resolution

was not passed at an extraordinary meeting called for that purpose and it did not comply with the conditions of Section 81 of the Indian

Companies Act as to a three-fourths majority of shareholders. It is evident that the affairs of this Company are carried on in such a way that the

members of one family are able to exercise a predominating influence over the management of the Company and to secure certain benefits for

themselves. The minority are unable to protest effectually against the actions of the Directors because the majority of the shares are in the hands of

one family and the Directors themselves are able to hold over the shareholders the fear of having to pay up the unpaid portion of their shares. This

causes a lack of confidence in the management of the Directors which there is no hope of improving so long as the present directorate continues

and the funds are in the hands of the present treasurers. Under these circumstances, we think that the only course we can take to secure the just

rights of the shareholders is to direct the winding up of the Company, and the appeal will therefore be allowed with costs here and in the lower

Court and the case will be remanded to the Trial Court for the appointment of an Official Liquidator and for making such other directions as may

be necessary under the provisions of Part V of the Indian Companies Act.