JUDGMENT Sanderson, C.J. - This is an appeal from the judgment of my learned brother Mr. Justice Greaves whereby he directed that the Oriental Navigation Company, Limited, should be wound up by the court. That order was made upon a petition presented by Bhanaram Agarwalla, a member of the firm of Bhanaram Sheodia, merchants of Calcutta. The Company was incorporated on the 5th of September 1919. The main objects of the Company may be taken from the Memorandum of Association, first, "to acquire by purchase, building, exchange, chartering, hiring or otherwise steamships and other vessels, or crafts of every description" and secondly, to carry on all or any of the businesses of owners of ships and vessels, and of charterers or hirers of ships and vessels in all their branches in India and any part of the world"; and then there are incidental objects set out in the Memorandum. In paragraph 7 thereof it is stated : the member or members, who at present constitute or constitutes or who may hereafter constitute the firm of Messrs. Bando and Company, and his or their successor or successors in business, notwithstanding any change which may take place by the addition of any partner or partners, or by the death or retirement of any partner or partners, is or are hereby appointed Agents of the Company in terms of the agreement, a form whereof is subjoined to the Articles of Association at Schedule A, which agreement is fee be entered intra between the Company and the said firm of Messrs. Bando and Company with or without modification. And is hereby expressly provided and declared that in consideration of the services rendered by them in promoting this Company, the appointment of the said firm of Messrs. Bando and Company to the office of Agents of the Company shall not be liable to be at any time thereafter revoked or cancelled on any ground or for any reason whatever, save and except their being found guilty of misconduct or fraud in the management and discharge of their duties, as such Agents of the Company." The agreement which is referred to in the Memorandum was never executed but Messrs. Bando and Company did perform the duties and occupy the position of Agents of the Company. Bando and Company did perform the duties and occupy the position of Agents of the Company. The scheme, which was intended to be carried out by the Company and which was Stated by the Law Agent of the Company in one of the numerous affidavits, was to open services with all coast ports of India, Chittagong, Akeyab, Rangoon and other ports elsewhere; to open inland services and to provide carrying facilities for new industrial concerns; to open passenger services in different places to meet the difficulties of the innumerable mofussil people, and to provide motor and steam launches of shallow draught for interior feeder lines. 2. The nominal capital of the Company was Rs. 1,00,00,000 divided into 10,00,000 shares of Rs. 10 each. The number of shares allotted was 4,38,710 and the amount of money subscribed on application and allotment was Rs. 10,48,347. It appears that a certain amount of that money had been spent and the Company was left with about Rs. 8,50,000 and, as was stated by the Law Agent of the Company, that was "to use his own words," absolutely insufficient to carry out the scheme of the Company" and, consequently, on the 5th of March 1920 it was alleged that the Board of Directors passed a resolution making a call of Rs. 2 per share upon the shareholders. On the 23rd of April 1920, my learned brother Mr. Justice Buckland gave judgment in a suit which had been brought by certain shareholders claiming a return of the money which they had subscribed. The plaintiffs in that suit succeeded. The learned Judge based his judgment on several, grounds one of which was that the shares had not been properly allotted; and, amongst other findings, the learned Judge came to the conclusion that the plaintiffs in that case had been induced to subscribe far the shares by misrepresentations which had been made by or on behalf of the Company. When the case came to the Court of Appeal the appeal was dismissed upon the ground that the shares had not been properly allotted. The other grounds, which were referred to by my learned brother, were not investigated in this count. On the 23rd of May of the same year 1940, there was a meeting of the share-holders and a committee was formed to examine the affairs of the Company. The other grounds, which were referred to by my learned brother, were not investigated in this count. On the 23rd of May of the same year 1940, there was a meeting of the share-holders and a committee was formed to examine the affairs of the Company. On the 29th of May, the petitioner was appointed a Director of the Company. On the 5th of June 1920, a resolution was passed by the Board of Directors that "in view of the fact that no steamer can be purchased without further money, the resolution passed by the Directors on the 5th of March 1920 sanctioning the first call of Rs. 2 per share be given effect to." The petitioner was a member of the Board and was present at the meeting when that resolution was passed, but the petitioner alleged that he did not vote in favour of the resolution. On the 25th of June, the committee that was appointed to investigate the affairs of the Company made their report. The report of the majority was, amongst other things, to the effect: "We are of opinion that the Company cannot be successfully carried on with Messrs. Bando and Company as Managing Agents as they have lost all confidence and moreover they are not proper business men at all having any experience in this line. They have mixed up the affairs of the Company with those of Messrs. Bando and Company to such an extent that it is difficult to differentiate Messrs. Bando and Company and the Oriental Navigation Company, Limited. In short, they have treated this Company as part and parcel of Messrs Bando and Company. We are simply disgusted with the present work of the Company, and as Mr. C.B. Dass has green us an assurance at the meeting of the 23rd May that Messrs. Bando and Company are willing to forego their legal rights in the interest of the Company, we think he will use his influence to persuade them to retire and resign the Managing Agency and the shareholders might choose or nominate a suitable Managing Agent or authorise the Board of Directors' to appoint one." Then, they said in conclusion. "We think that in that case the Company might regain confidence. "We think that in that case the Company might regain confidence. That in case the Managing Agents do not retire and stick to their terms we request all the present Directors to retire and leave the Company entirely in the hands of Messrs. Bando and Company and legal steps may be taken to remedy the matters and for winding up of the Company at once as we think this to be the only alternative, or those shareholders who desire to get their money back should be paid in full by the Managing Agents and their Company's workers." There were two other minority reports which I think it is not necessary for me to refer to at present. On the 16th of July 1920, the petitioner by a letter protested against the call that was made on the 5th June. That letter was not produced at the hearing. On the 18th July the Company replied that the call had been authorized by the Directors. On the 4th August 1920, there was a meeting of the Company and there was a request by some of the share-holder that the first call should be postponed until a decision should be arrived at about the report of the committee, which had been appointed to inquire into the affairs of the Company. The meeting was adjourned until the 19th of September of that year. It was subsequently adjourned till the 15th of October. It had been decided that in the meantime the reports should be printed and circulated to the shareholders. On the 31st August 1920, the Instructors passed a resolution that the time for the payment of the call of Rs. 2 per share should be extended until the 31st October 1920. On the 17th September 1920, the petitioner resigned his directorship. 3. On the 15th October, the postponed meeting was held and there is a dispute as to what took place at that meeting. Two accounts of it are given. What I may call the official account appears at page 119 of the paper book; and that shows that there was first of all a discussion about the amount that the Managing Directors should he requested to accept in lieu of the sum of Rs. 1,26,000 which had been paid to them as brokerage and commission. It is common ground that it was agreed that they should accept Rs. 1,26,000 which had been paid to them as brokerage and commission. It is common ground that it was agreed that they should accept Rs. 75,000 instead of that sum. After that decision had been arrived at, there was an exodus of a considerable number of shareholders and that exceeds was caused by disagreement amongst the shareholders themselves, and, so far as I can make out, there was a certain amount of confusion in the meeting. 4. After the exodus of some of the shareholders, those who remained passed this resolution: "Messrs. Bando and Company do continue to act as Managing Agents of the Company as heretofore, no change in the Managing Agency being necessary or desirable." The shareholders, who left the meeting, held a meeting elsewhere and a gentleman called Mr. Javery was in the chair; and their account of the meeting is that "at the official meeting, the shareholders wanted to bring forward some resolutions on the subject" i.e., of the future management of the Company; but the Chairman overruled every resolution on the subject out of order except one that was moved by Mr. Nazimuddin but he did not allow any amendment to be moved. Consequently, Mr. Nazimuddin then himself withdrew his resolution and then a confusion followed and as the Chairman was obstinate not to allow any resolution on the Enquiry Committee report, all the shareholders, with the exception of the Directors and a few interested shareholders, in a body left the hall as the employees of Bando and Company began molesting." 5. They held their meeting and passed this resolution: "After considering the Enquiry Committee's report the shareholders are of opinion that the affairs of the Company are highly unsatisfactory and that the present Managing Agents are quite incapable of holding the charge of the Company any longer and as they are not willing to give up the Managing Agency, it is highly desirable to wind up the Company voluntarily at once." It was further resolved that "Messrs. Watkins and Co., Solicitors, and Mr. Bhanaram Agarwalla be recommended to the shareholders to be appointed liquidators of the Company." That is what happened on the 15th of October 1920. Watkins and Co., Solicitors, and Mr. Bhanaram Agarwalla be recommended to the shareholders to be appointed liquidators of the Company." That is what happened on the 15th of October 1920. On the 27th of October, certain of the shareholders sent a requisition to the Directors alleging that they held in the aggregate 63,950 shares in the capital of the Company and required the Directors to convene an extraordinary general meeting for the purpose of considering, and, if thought fit, passing the subjoined resolution, namely: "That the Oriental Navigation Company, Limited, be wound up voluntarily." It was dated the 27th of October, but was deposited with the Company on the 1st of November 1920, and that is a material date in this case. The Directors paid no attention to that and consequently the shareholders, who signed the requisition, called a meeting for the 7th December. At that meeting Mr. Bhanaram Agarwalla was elected to the chair, and having referred to the highly unsatisfactory-position of the affairs of the Company, moved that" the Oriental Navigation Company be wound up voluntarily," that was seconded by Mr. Javery and it was found that those in favour of the resolution were 30 persons present, and that there was only one vote against the resolution. Then the proxies apparently were checked and a demand for a poll was made and arrangements were made for the poll. The poll was taken and the scrutineers having handed the result of the poll on the 15th of December to the Chairman, he announced that the resolution "that the Oriental Navigation Company, Limited, be wound up voluntarily" was carried by a majority of 151,338 votes. 6. On the 5th January 1921, the extraordinary resolution which had been passed for the voluntary winding up of the Company was confirmed at a meeting which had been called for that day; but no liquidators were appointed. On the 27th of January this petition was presented and after stating the proceedings, to which I have referred in extenso, certain a legations were made in the petition, to some of which it is necessary for me to refer. 7. In paragraph 15 it is alleged that "the Company through its Managing Agents and the Directors have challenged the validity of the said meeting and refused to recognize the said resolution," i.e., the resolution for voluntary winding up. 7. In paragraph 15 it is alleged that "the Company through its Managing Agents and the Directors have challenged the validity of the said meeting and refused to recognize the said resolution," i.e., the resolution for voluntary winding up. In paragraph 16 it is asserted that "the Company with the exception of two or three country boats and an old and unserviceable launch has never possessed any fleet of vessels. The Company has never carried on the business for which it was incorporated and has made no profit with the exception of obtaining a cash difference due to fluctuations on exchange in respect of certain sums of money sent to and received back from America." Then there are some allegations about a lac having been repaid to Mr. Bando in respect of a transaction connected with a ship called Susama II. Then it is alleged in paragraph 18 that "the Company has not got the assistance of any expert or any person versed in shipping matters and no circumstances exist which render it in any way probable that it will ever be able to carry on the business for which it was incorporated." Then in paragraph 19 it is said that "the proprietor of the firm of Bando and Company has been found by this Court to have inserted misrepresentation of fact in the prospectus and it has been demonstrated by the report of the auditor that he has not dealt honestly with the funds of the Company and be has no knowledge or experience of shipping." It is then submitted that the voluntary liquidation of the Company should be continued under the supervision of the Court and that Mr. A. Frederick Piatt-Allen be appointed liquidator and it is alternatively submitted that the Company should be wound up by the Court." On the 27th January, the date on which the petition was presented. Mr. Allen was appointed the Provisional Liquidator and the learned Judge gave a direction that the date of the hearing of the petition should be advertised in certain newspapers. At page 43 appears the advertisement and it is material to notice that only one of the prayers, which are contained in the petition, was referred to, namely, the prayer for winding up the Company under the supervision of the, Court. At page 43 appears the advertisement and it is material to notice that only one of the prayers, which are contained in the petition, was referred to, namely, the prayer for winding up the Company under the supervision of the, Court. Nothing was said in that advertisement that the petition contained an application in the alternative that the Company should be wound up by the Court compulsorily. Subsequently, an application was made to the learned Judge for" the rescission of the order appointing Mr. Allen as Provisional Liquidator: and, the learned Judge did rescind his order upon certain undertakings being given on behalf of the Company, then the petition came on for hearing and the learned Judge delivered judgment. He set out the points which were taken on behalf of the Company with regard to the validity of the resolution for voluntary liquidation. I need not react them on this occasion. 8. In dealing with the question, first of all, whether there was ft valid call on the 5th March 1920, the learned Judge said: "I am inclined to think that to constitute a valid call a formal resolution of the Directors is necessary but it may be that in the circumstances of this case the petitioner cannot dispute the validity of the call, and the Company state that they are prepared to prove by evidence that the notices of call were in fact issued by orders of the Directors and with their approval." 9. As regards the next point which he stated for his consideration, viz.: "if there was valid call, was such call postponed until the reports were considered or was it only postponed until 31st October," the learned Judge said: "This is a question upon which evidence must be taken if it becomes necessary to decide the point." 10. On the third point which was, If a valid call was made on the 5th March was every one who bad not paid it, disentitled to vote until the call was paid," the learned Judge said : I have already held that the resolution of the 5th March did not by itself constitute a valid call, but I am inclined to think that it is not now open to the petitioner to dispute that the notice given did not constitute a valid call...... 11. 11. As to whether other shareholders are bound is another matter." So that, the learned Judge came to no decision as to whether other shareholders were liable for the call. 12. The last point was "was the petitioner disentitled by reason of non-payment of the call and were other requisitionists, who had not paid, disentitled to present their requisition on 1st November and to vote at the meetings of the 7th and 16th December. The learned Judge said: This turns upon the evidence to be taken oft the second point and upon the validity of the call." "Under the circumstances," said the learned Judge," I think that this is clearly a case where the Court should: excricse its powers u/s 239 of the Indian Companies Act and direct a meeting to be called to ascertain the wishes of the shareholders." Thereupon the learned Judge did direct a meeting of the contributories for the purpose of ascertaining the wishes of the contributors with reference to the petition. He then gate directors as to where the meeting was to be held, and that Mr. Remfry was to preside over it, that notice should be sent to each of the contributories and, he directed that all contributories whose names appeared on the books on the date aforesaid were entitled to vote at such meeting-whether alleged to be in arrears of calls or not, and whether alleged to have been forfeited or notand that every contributory was to be entitled to one vote for every share registered in his name. Although the learned Judge directed that the meeting was to be a meeting of the contributories, the notice was directed to the shareholders and the question which was to be considered was whether the Company was to continue to carry on the business or whether the Company should be wound up by the Court in accordance with the provisions of the above mentioned statute in accordance with one of the prayers in the petition. 13. 13. Now before I complete the statement of facts which it is necessary to consider in detail for the purpose of my judgment, I may mention here that the argument on the part of the appellant Company was that the Court had no jurisdiction to make this order with regard to the meeting unless the learned Judge had decided either that there was a valid resolution for voluntary winding up of the Company, or that there was otherwise some good ground for the winding up of the Company by the Court; and, it was argued that the learned Judge had not decided either of these two points. 14. The meeting of the shareholders took place. Mr. Remfry made a report which I need not refer to at length because the learned Judge refers to it in his judgment which was the final judgment in the case and against which this appeal has been lodged. But before the learned Judge delivered the judgment the Company filed a petition in which they alleged, among other things, that no order for the winding up of the Company by the Court should be made inasmuch as the substratum of the Company had not gone and that the order for holding the meeting to which I have referred was ultra vires and that the Court had no jurisdiction to make the order. I need not refer to the petition at any greater length. The learned Judge delivered his judgment on the 4th May. And referring to the report of Mr. Remfry, the learned Judge said : "It appears .... that a very large number of shareholders are in favour of liquidation of the Company. His report states that the votes recorded on the poll against liquidation totalled 33,999, whereas the votes cast in favour of liquidation amounted to 160,029. It appears, therefore, that a very large majority of shareholders in the Company are in favour of liquidation. An affidavit of this date has been laid before me setting out the objections of the Company to the liquidation, and their objections are to the course which I directed to be taken. Among other objections it is suggested that those persons who were in arrears with their calls were not entitled to vote. An affidavit of this date has been laid before me setting out the objections of the Company to the liquidation, and their objections are to the course which I directed to be taken. Among other objections it is suggested that those persons who were in arrears with their calls were not entitled to vote. I considered this question at the time I made the order and I do not think there is any force in this contention......I think under the circumstances that I should make an order for the compulsory liquidation of the Company. Apparently, a certain number of shareholders are in favour of voluntary liquidation under the supervision of the Court, but one of the reasons for the meeting was the doubt raised with regard to the validity of the resolution for voluntary liquidation, and, of course, the Court has no jurisdiction to make a supervision order unless there is a valid resolution for voluntary liquidation. I make the usual order for compulsory liquidation." 15. Those are the facts which it is necessary for me to state, I regret to say, at considerable length, having regard to the numerous points which have been raised in the argument of this appeal. 16. The first objection urged by the learned counsel for the appellant is that The learned Judge has stated no grounds for making the order of compulsory winding up, that he has not found whether there was a valid resolution for voluntary winding up, that the petition was based upon this allegation, and the real application to the Court was for a supervision order: and consequently, as the Judge did not find that there was a voluntary liquidation, he should have dismissed the petition. 17. It was further urged that the learned Judge in his final judgment proceeded upon the assumption that there was no valid voluntary winding up; and, that being so section 162 of the Indian Companies Act. 1913 applied, and it was necessary for the learned Judge to find that one of the six grounds therein mentioned existed before he could make a compulsory winding up order; that he had not done so, and that there were no materials in the affidavits which would justify a compulsory winding up order. 18. This first question is, whether for the purpose of this petition it must be taken that there was a valid resolution for voluntary winding up. 18. This first question is, whether for the purpose of this petition it must be taken that there was a valid resolution for voluntary winding up. 19. This depends in the first place upon the question whether the requisition dated 27th October 1920, by the petitioner and other shareholders was a valid requisition. 20. Section 78 (1), (2), (3), of the Indian Companies Act provides as follows: (1) Notwithstanding anything in the articles, the Directors of a Company which has a share capital shall, on requisition of the holders of not less than one-tenth of the issued share capital of the Company upon which all calls or other sums then due have been paid, forthwith proceed to call an extraordinary general meeting of the Company. (2) The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the registered office of the Company, and may consist of several documents in like form, each signed by one or more requisitionists. (3) If the Directors do not proceed within twenty-one days from the date of the requisition being so deposited to cause a meeting to be called, the requisitionists, or a majority of them in value, may themselves call the meeting, but in either case any, meeting so called shall be held within three months from the date of the deposit of the requisition. 21. The requisition was deposited with the Company on 1st November 1920. It is said on behalf of the Company that the requisition was not a good one, because the petitioner and others, who signed it and who constituted one-tenth of the issued capital, had not paid a call which was then due in respect of their shares. 22. It was alleged that the position of the requisitionists was as follows :" It is stated in the affidavit of the Company's Law Agent." (a) The alleged number of shares of the requisitionists is 91,961. (b) Out of these shares, 62,701 have paid allotment money. (c) Out of these again, 3,226 have paid the call money. 23. It is not disputed that if the call was valid and due, the requisitionists did not hold one-tenth of the issued share capital upon which the call had been paid-It was alleged for the petitioner in this Court and also in the Court below that the call was not valid. 24. 23. It is not disputed that if the call was valid and due, the requisitionists did not hold one-tenth of the issued share capital upon which the call had been paid-It was alleged for the petitioner in this Court and also in the Court below that the call was not valid. 24. The learned Judge, as I have already pointed out, did not decide this question; but he was inclined to think that the petitioner could not dispute that the notice given did not constitute a valid call coupled with what passed at Directors' meetings. He added, however, "As to whether other shareholders are bound, is another matter." So that, so far as the learned Judge is concerned, this matter was left undecided as regards all the shareholders except perhaps as regards the petitioner. 25. Various grounds were alleged in this Court to support the allegations that the call was invalid. I do not mention all the grounds, but take merely one or two, viz., there was no minute signed by the Directors as to the resolution of 5th March 1920; that the resolution did not specify the person, time and place to whom and at which the call was to be paid, 26. The learned Counsel for the appellants contended that it was not open to the petitioner, either in this Court or in the Court below, to go into this question. He contended that in his affidavit the petitioner had not disputed the validity of the call, but had merely urged that the payment thereof was postponed and that the call was not due at the time the requisition was deposited. 27. The allegations of the petitioner with regard to this matter are to be found at pages 61 (paragraph 12) and 79. At page 61, I find that the petitioner in an affidavit said: In reply to paragraph 19 of the said petition I was present at the statutory meeting of the said Company which was held at the Company's registered office on the 4th day of August 1920. At such meeting a resolution was passed that the call of Rs. At page 61, I find that the petitioner in an affidavit said: In reply to paragraph 19 of the said petition I was present at the statutory meeting of the said Company which was held at the Company's registered office on the 4th day of August 1920. At such meeting a resolution was passed that the call of Rs. 2 per share be postponed till the decision of the Committee, which had been appointed by the shareholders of the Company for the purpose of enquiring into the affairs of the Company, be laid before the shareholders and discussed in general meeting and if the majority of shareholders after considering such report were of opinion that the business of the Company should be carried on, then the call should be made with the consent of majority of the shareholders. Such proposal was declared duly carried, the then Directors of the Company concurring, and the meeting was adjourned." In another affidavit the petitioner exhibited a letter which had been sent to him by the Chairman of the meeting; and, the Chairman said: Yes, it was decided in the meeting of the 4th August last that the first call was to be postponed till the decision about the Enquiry Committee report by the shareholders. But so far as I can remember, it was not decided in that meeting that the call would be made with the approval of the majority of the shareholders after the disposal of the Enquiry Committee report by the shareholders. As regards the former statement, I find in the minute book that the Enquiry Committee report has been finally disposed of by the shareholders." 28. As I have already said, it was stated that the petitioner on the 16th July 1920 wrote a letter protesting against the call. That letter was not exhibited. I asked about this at the hearing, but it was not forthcoming. I do not know, therefore, what were the grounds, on which the petitioner relied in that letter. 29. There is a dispute as to whether the petitioner is a shareholder, as the name on the Register is that of his firm. But for the moment. I assume the petitioner to be a shareholder, The petition, therefore, is by a shareholder who has petitioned this Court for, among other things, a compulsory winding up order. 29. There is a dispute as to whether the petitioner is a shareholder, as the name on the Register is that of his firm. But for the moment. I assume the petitioner to be a shareholder, The petition, therefore, is by a shareholder who has petitioned this Court for, among other things, a compulsory winding up order. In my judgment it is essential that under these circumstances the petitioner should be confined to the allegations which he has made, and he should not be allowed to embark upon matters which he has not clearly raised. 30. A compulsory winding up order is a very serious thing for the Company and those connected with it; the Company is entitled to have fair notice of the allegations which are going to be made against? it. 31. I do not find that the petitioner has alleged the call to be invalid. 32. He alleged that the time for payment of the call was postponed; that is not an allegation that the call was invalid. On the contrary, in a sense, it assumes the validity of the call, while alleging an arrangement for the postponement of the payment thereof. 33. In my judgment, so far as the petitioner is concerned, he must be confined to his allegation that the time for paying the call was postponed, and that consequently it was not payable at the time the requisition was made. 34. If we were to go into the question of the validity of the call on this occasion, we might be adjudicating on a question which might have a far-reaching effect as regards the shareholders generally of the Company, some of whom are not represented on this petition. Further, before I could come to any conclusion on that question, I should require further evidence and enquiry upon several matters which I need not indicate in detail. I merely desire to make it plain that in my judgment it is not open to the petitioner on this petition to question the validity of the call, and I give no decision on that question. That may have to be decided in other proceedings and I desire to guard myself against being taken to express any opinion thereon at present. 35. The question then arises: Was the payment of the call postponed and, if so, until what date ? 36. That may have to be decided in other proceedings and I desire to guard myself against being taken to express any opinion thereon at present. 35. The question then arises: Was the payment of the call postponed and, if so, until what date ? 36. In my judgment, it is fairly clear on the evidence which is now before us (and of course my decision is confined to such evidence) that at the meeting of 4th August 1920 the matter of the postponement of the call was raised. I am not satisfied that any valid resolution postponing the call was passed at that meeting, but a request was made by some shareholders that the time for payment of the call should be extended so that the shareholders, who had not paid the call, might attend the meeting which was to discuss the reports of the Enquiry Committee and vote in respect thereof, and that the Directors agreed to that course being adopted. 37. Consequently, on the 31st August 1920 the Directors passed a resolution extending the time for payment to 31st October 1920. 38. I am by no means satisfied that any further extension was made, or that any other qualification as to the payment of the call was made. Consequently, in my judgment, it must be taken, so far as this petition is concerned, that the last day for payment of the call was 31st October 1920. The requisition was deposited on the 1st November 1920, according to the allegation in the petition. It appears, therefore, that on that day the requisitionists (except the holders of 3,226 shares) had not paid the call, which, for the purpose of this petition, must be taken to have been then due. 39. I must, therefore, hold on the evidence now before the Court that the requisition at the time when it was deposited with the Company, viz., on November 1st, was not a requisition of holders of not less than one-tenth of the issued share capital of the Company, upon which all calls then due had been paid within the meaning of section 78 (1) of the Indian Companies Act, and consequently it was not a valid requisition. 40. That finding in itself is sufficient for me to hold that the special resolution for voluntary winding up was not valid. 40. That finding in itself is sufficient for me to hold that the special resolution for voluntary winding up was not valid. For, if the requisition was not in accordance with the provisions of section 78 (1) of the Indian Companies Act, then the subsequent meetings and the resolutions passed thereat were not valid. 41. There were other grounds, which were relied on, for the purpose of showing that there was no valid resolution for voluntary winding up; but in view of the abovementioned conclusion, it is not necessary for me to give any decision thereon. 42. The result, therefore, is that, in my judgment, it must be taken for the purpose of this petition, on the, evidence now before us, that the resolution for a voluntary winding up was not a valid resolution. 43. It follows, therefore, that one of the main allegations, on which the petition was based fails. 44. It was urged, however, on behalf of the respondent that even though there was no valid resolution for voluntary winding up, there were sufficient materials before the Court to justify the Court in making an order for compulsory winding up, and that under the circumstances of the case it was "just and equitable that the Company should be wound up. 45. The grounds urged by the learned counsel for the respondent in this respect were as follows:First, it was urged that the Company was started by fraud and misrepresentation. That, by itself, in my judgment, is not sufficient to justify an order for a compulsory winding up of the Company. The passage in Buckley on Companies at page 307 may be referred to as stating correctly the law on this point, namely, that the mere fact of there having been fraud in the promotion, or fraudulent misrepresentation in the prospectus, will not be sufficient to found a winding up order, for the majority of the shareholders may waive the fraud." If the subscriptions of the shareholders have been obtained by misrepresentation put forward by or on behalf of the Company, it is possible that the shareholders thereafter may waive that misrepresentation in one way or another. Further, there are other remedies open to the shareholders, who have been so misled, for asserting their rights, other than by compulsorily winding up the Company. Secondly, it was urged that Messrs. Further, there are other remedies open to the shareholders, who have been so misled, for asserting their rights, other than by compulsorily winding up the Company. Secondly, it was urged that Messrs. Bando and Company are irremovable, that is to say, they hold the office of Managing Agents and it is practically impossible to get rid of them except for the reasons which are referred to in the Memorandum of Association. In this respect Mr. Sircar on behalf of the Directors and on behalf of Messrs. Bando and Company gave an undertaking to the Court that if the Company were allowed to go on, which means, that if this order for winding up of the Company be rescinded, Messrs. Bando and Company would give up their rights and would retire from the post of Managing Agents within a reasonable time. To avoid any misconception the Court asked Mr. Sircar this morning before delivering judgment if that undertaking was still binding and he said that it was. Consequently, this ground, on which the learned Counsel for the petitioner relied, has now little force. 46. The third point was that Messrs. Bando and Company had received a lac of rupees in respect of a transaction connected with the steamer Susama II. 47. In my judgment, there is no evidence on which the Court can rely in this case in that respect. It is merely hearsay evidence, and we intimated to the learned Counsel for the appellants, when he was dealing with it, that he need not trouble himself with regard to that point, supported as it was by mere hearsay evidence. The fourth ground, which was one of the main points, was that the Company had not carried on its business and that it cannot carry on the main part of the business, and, the sixth ground was that no genuine business had ever been done, and that the Company merely let out a small cargo boat (a kind of barge) at Rs. 500 for a couple of months. I will deal with these two grounds later. 48. The fifth ground was that the Company had no expert with any knowledge of shipping to carry on such business. It is clear upon the evidence that the services of Mr. 500 for a couple of months. I will deal with these two grounds later. 48. The fifth ground was that the Company had no expert with any knowledge of shipping to carry on such business. It is clear upon the evidence that the services of Mr. Battersby, who has some experience in shipping business, in some departments at all events, were available to the Company up to January 1921 : and, I suppose it is not impossible for this Company to obtain the assistance of some other expert, if they are willing to pay for it. I do not, therefore, think that there is much in that point. 49. The seventh ground was that there was a deadlock in the Company's domestic forum. I am not satisfied about this deadlock. As I have already said Messrs. Bando and Co. have undertaken to give up the Managing Agency, and it is to be noticed that when the petitioner and his friends passed the resolution for winding up, they did not proceed with it, no liquidator was appointed and no attempt was made to make effective the resolution for voluntary winding up. 50. The eighth ground was that there was an overwhelming majority of shareholders who said that they desired the winding up. 51. On this point the learned Judge in his judgment said at page 153 of the paper book: It appears therefore that there was a very large majority of shareholders in the Company in favour of liquidation." The learned Judge gave no other reason for making the compulsory winding up order. He obviously came to no conclusion as to whether there was a valid resolution for voluntary winding up, and, therefore, concluded he could not make a supervision order. I have already read his judgment on this point, which is at page 153 of the paper book. This leads me to think that the learned Judge came to the conclusion that, because a very large majority of shareholders in the company were in favour of liquidation, he would make an order for compulsory winding up and he seems to have based his conclusion on the result of the meeting held by Mr. Remfry. No other reason is indicated in the judgment, and neither of the learned Counsel has been able to throw any light upon it. 52. Remfry. No other reason is indicated in the judgment, and neither of the learned Counsel has been able to throw any light upon it. 52. In the first place, with respect to the learned Judge, the result of the meeting held by Mr. Remfry does not seem to justify the conclusion that "a very large majority of shareholders in the Company are in favour of liquidation." 53. The number of shares issued by the Company was 43,871. At Mr. Remfry's meeting the votes were given in respect of shares, one vote for each share, and the total number of shares, in respect of which votes were given in favour of liquidation, was 160,029 : and that number seems hardly to justify the conclusion that a very large majority of the shareholders in the Company are in favour of liquidation." 54. But in respect of this matter a question of general importance arises. I am now assuming that the learned Judge made the order for compulsory winding up in consequence of and relying upon the result of Mr. Remfry's meeting, and the question arises whether that was a sufficient ground for making the order. 55. It must be remembered that, in considering this question, the learned Judge had come to no decision as to whether there was a valid resolution for winding up. 56. The order for the meeting was made u/s 239 of the Indian Companies Act. 57. That section provides (1) Where by this Act the Court is authorised, in relation to winding up, to have regard to the wishes of creditors or contributories as proved to it by any sufficient evidence, the Court may, if it thinks fit for the purpose of ascertaining those wishes, direct meetings of creditors or contributories to be called, held and conducted in such manner as the Court directs, and may appoint a person to act as Chairman of any such meeting and to report the result to the Court. (2) It the case of creditors, regard shall be had to the value of each creditor's debt. (3) In the case of contributories, regard Shall be had to the number of votes conferred on each contributory by the Articles. 58. This section is among the supplemental provisions of the Act, This section obviously refers to sections 174 and 223. (2) It the case of creditors, regard shall be had to the value of each creditor's debt. (3) In the case of contributories, regard Shall be had to the number of votes conferred on each contributory by the Articles. 58. This section is among the supplemental provisions of the Act, This section obviously refers to sections 174 and 223. Section 174 comes within that part of the Act which (sic) with winding up by the Court, and section 223 comes within the part which deals with winding up, subject to supervision of the Court. 59. It is obvious that the Court may direct a meeting to ascertain the wishes of the contributories as to how the Company is to be wound up, whether by the Court or under supervision of the Court, in a case where the Court is satisfied that there is good ground for making a winding up order. 60. But that was not the position in this case; the learned Judge had not decided whether there was a valid resolution for voluntary winding up : he had not decided whether there was any valid ground for making a winding up order, but he directed the meeting to be held by Mr. Remfry and then because there was a considerable majority of the shareholders who voted at that meeting in favour of winding up, he made the compulsory winding up order. In my judgment, that was not a sufficient ground for the compulsory winding up order. The mere fact, that a majority of shareholders, who voted at the meeting, were in favour of winding up the Company either under supervision of the Court or by the Court compulsorily, was not sufficient to justify the Court in making the compulsory winding up order under the circumstances of the case, one of which was that there was no valid resolution for voluntary winding up. It was argued, however, on behalf of the respondent that under the circumstances of the case it was just and equitable" that the Company should be wound up within the meaning of section 162 (VI) of the Indian Companies Act. It was argued, however, on behalf of the respondent that under the circumstances of the case it was just and equitable" that the Company should be wound up within the meaning of section 162 (VI) of the Indian Companies Act. In former days in England it was held that to bring a case within the purview of "just and equitable" the circumstances must be ejusdem generis with some of the previous grounds mentioned in the section of the English Act which corresponds to section 162 of the Indian Act. 61. It is clear, however, as pointed out by V. Williams, J., in In re Amalgamated Syndicate (1897) 2 Ch. 600 = 66 L.J. Ch 783 = 77 L.T. 431 = 46 W.R. 75 that the stringency of the ejusdent generis rule has been considerably relaxed of late. 61. The note in Buckley on the Companies Act (9th edition, page 304) is as follows: Sub-S. (vi) (of section 129 of the English Act) "although thus worded in order to include all cases not before mentioned, should be interpreted in reference to matters ejusdem generis as those in the previous clauses, though the tendency of the Court is now to give a somewhat wider meaning under special circumstances, e.g., if a winding up will be the means of getting rid of a complete deadlock, or putting an end to a vicious career, or if a winding up is desirable in order to enable a scheme of arrangement to be sanctioned." 62. In considering this question, it must be remembered that the petition in this case is by a shareholder, and though the Court has power to make an order for compulsory winding up at the instance of a shareholder, there must be strong ground for exercising that power. 63. In In re Langham Skating Rink Company (1877) 5 Ch. D. 669 = 46 L.J. Ch. 345 = 36.L.T. 605 James, L.J. said: "It really is very important to chose Companies that the Court should not, unless a very strong case is made, take upon itself to interfere with the domestic forum which has been established for the management of the affairs of a Company............ The Legislature has not authorised a mere majority to say that they will capriciously discontinue the undertaking which has been begun. The Legislature has not authorised a mere majority to say that they will capriciously discontinue the undertaking which has been begun. It was not thought right that people when advancing money in undertakings of this kind should be left at the mercy of a mere majority of their brother shareholders and those who wish to wind up must get a majority of three-fourths." Speaking generally, a majority of three-fourths at one meeting, confirmed by an absolute majority at a second meeting can wind up the Company voluntarily u/s 203 (2) or require the Company to be wound up compulsorily under the first sub-section of section 162; and, in my judgment, it is not right for the Court, even if it has power to make an order for compulsory winding up merely on the ground that there was a majority of shareholders, who voted at a meeting, directed to be held by the Court, in favour of winding up under supervision of the Court or winding up by the Court, in the absence of any finding by the learned Judge of any other ground for compulsory winding up and in the absence of any valid resolution for voluntary winding up. 64. It was, however, argued by the learned Counsel for the respondent that there were materials in this case which would justify the Court upholding the learned Judge's order. I have already dealt with some of the grounds relied on. 65. I now come to two of the most important grounds to which I have referred already, viz., the fourth, that one of the main objects of the Company has not been carried out and can never be carried out, that object being the purchase and running of ocean-going steamers, and the sixth, that no genuine business was ever done that the whole business consisted of letting out a barge for Rs. 500 for two months' trading. 66. 500 for two months' trading. 66. The learned counsel for the appellants objected to the Court deciding these questions without his having an opportunity of giving further evidence, his ground being that the petition in the lower Court was based, and the proceedings conducted, upon the assumption that there was a valid resolution for voluntary winding up, and that it was not until the last moment that the compulsory winding up was under consideration, and even then only on the basis that a valid voluntary winding up resolution had been passed. In consequence of the view which I take on these points, I do not consider it necessary to remand the matter for further evidence. 67. It seems to me dear that the Company has not been and is not now, in a position to carry out one of its objects, viz., to acquire and run sea-going vessels and there does not seem much, if any, immediate prospect of its being able so to do. 68. I am unable, however, to say that the Company has wholly failed to carry out its objects. The ocean-going vessels were not the sole object. There is the Inland service and motor steam launch service and it is alleged that the company owns three vessels and some cargo boats: 69. It is enough to say that I am not satisfied, on the evidence before one, that the Company has wholly failed to transact any business or that it is impossible for it in the future to carry out any of its objects. 70. The Company is solvent it is said that it has no creditors at all, Messrs. Bando and Company who are alleged to have been the stumbling-block to all progress and business, have undertaken to give up the post of Managing Agents, and, under the abovementioned circumstances, in my judgment, the Court ought not to make an order for compulsory winding up on the petition of a shareholder. 71. Finally, it was urged that voluntary liquidation was likely to be ineffective by reason of the doubts as to the validity of the resolution for voluntary winding up. That does not seem to me a reason for making a compulsory winding up order. There are other ways of removing such doubts. 72. Mr. 71. Finally, it was urged that voluntary liquidation was likely to be ineffective by reason of the doubts as to the validity of the resolution for voluntary winding up. That does not seem to me a reason for making a compulsory winding up order. There are other ways of removing such doubts. 72. Mr. Bando's attitude in the past was also relied on: that matter I have already dealt with and the point is now of much less importance in view of the undertaking which has been given. 73. The result is that, in my judgment, the appeal must be allowed and the order of the Court of first instance set aside. It must be clearly understood that this order is made on the undertaking given by the learned counsel that Messrs. Bando and Company will give up the position of Managing Agents as soon as is reasonably possible. 74. With regard to the remuneration of the liquidator we decide that that will be paid by the Company, and the liquidator having left it to us to determine what his remuneration should be, we have assessed the amount at rupees eight thousand and five hundred. 75. With regard to the cost of this appeal, the liquidator will recover his costs from the Company; such costs will be taxed upon the basis of attorney and client. Then arises the question whether the Company should recover the costs, which the Company will have to pay to the liquidator, from the petitioner. We are of opinion that that order should not he made. Although the petitioner is the person who presented the petition and it turns out that he has failed (sic) order which he sought, we are (sic) that the Company has been to some extent responsible for this litigation and that, having regard to all the facts of the case, the Company must 'bear the case of the liquidator in this appeal. The Company must pay their costs in his appeal. As regards the proceedings before Mr. Justice Greaves, each party must pay his or their own costs. 76. The liquidator will hand back the assets and the books belonging to the Company which he holds, within a week from to-day to Mr. L.M. Chuckerbutty one of the Directors, who will receive them on behalf of the Company. Richardson, J. 77. As regards the proceedings before Mr. Justice Greaves, each party must pay his or their own costs. 76. The liquidator will hand back the assets and the books belonging to the Company which he holds, within a week from to-day to Mr. L.M. Chuckerbutty one of the Directors, who will receive them on behalf of the Company. Richardson, J. 77. I agree, and if we were not differing from Greaves, J., I should say no more. 78. The principal actors in the transactions which have come before us have certainly contrived to do things in such a way as to raise numerous questions of more or less difficulty. Fortunately in the view we take, it is not necessary to pronounce upon many of them. 79. On behalf of the appellant Company, Mr. Sircar disputes the right of the petitioner to present the petition which initiated these proceedings. He disputes the sufficiency of the advertisement of the petition. He contends that the allegations of the petition are inadequate to support the prayers. And he challenges the validity of the shareholders' resolution for the voluntary winding up of the Company which the petition assumes as a basis. 80. On the other side Mr. Langford James, for the Official Liquidator, disputes the validity of the call made by the Directors. 81. On what I may call the substantial merits of the case, the controversy is whether the materials before the Court justify the order for the compulsory winding up of the Company from which this appeal is taken. 82. The liquidator supports the order made by Greaves, J., but he cannot of course go beyond the allegations and proofs on the record. 83. Passing over the objection raised to the right of the petitioner to apply, the first important question which emerges is whether the special resolution for the voluntary winding up of the Company was a valid resolution. The answer to that question depends in the main on the further question whether the call made by the Directors for Rs. 2 per share was a valid call. The resolution was first passed as an extraordinary resolution at an extraordinary general meeting convened by the petitioner and others u/s 78 of the Indian Companies Act, 1913. If the call was a valid call, the requisitioning shareholders had not paid it and were, not "holders of.......... 2 per share was a valid call. The resolution was first passed as an extraordinary resolution at an extraordinary general meeting convened by the petitioner and others u/s 78 of the Indian Companies Act, 1913. If the call was a valid call, the requisitioning shareholders had not paid it and were, not "holders of.......... share capital of the Company upon which all calls or other sums then due have been paid" and were, therefore, not entitled to make a requisition under the section. 84. Mr. Sircar, citing MacConnell v. Prill and Co. (1916) 2 Ch. 57 = 85 L.J. Ch. 674 = 32 T.L.R. 509 = 115 L.T. 71 = 60 S.J. 556 also suggested that the notice convening the meeting did not comply with the requirements of clause (1) of section 81. The point is taken in the twenty-fourth paragraph of an affidavit sworn by Bireswar Chatterjee (described as the Law Agent of the Company) on the 10th March and filed on the 16th March 1921. The notice which was issued does not appear to be on the record.' It was also contended, in spite of clause (4) of section 78, that the subsequent meeting at which the extraordinary resolution was confirmed as a special resolution was invalid, because the convenors did not again go through the process prescribed by clause (1) of section 78. 85. Apart from these matters of form, the special resolution for a voluntary winding up must fall or stand with the validity or invalidity of the Directors' call. 86. The Directors for the time being decided to make a call on the 5th March 1920. On the 29th May 1920, the petitioner became a Director himself. On the 5th June, the petitioner as Director was party to a resolution that effect should be given to the resolution of 5th March. On the 16th July the petitioner protested by letter against the call. The letter, however, has not been exhibited. On the 18th July, the majority of the Directors replied by a letter insisting that the call was authorized. On the 31st August, the majority of the Directors by resolution extended the time for payment of the call to 31st October. On the 17th September, the petitioner resigned his directorship. 87. The statutory meeting was held on the 4th August, 1920. On the 31st August, the majority of the Directors by resolution extended the time for payment of the call to 31st October. On the 17th September, the petitioner resigned his directorship. 87. The statutory meeting was held on the 4th August, 1920. The minutes of the meeting are set out in the affidavit of Bireswar Chatterjee already referred to. They show that the only business done was to postpone the statutory meeting to 19th September, 1920. On that date it was again postponed and it came to be held on 15th October. It was from the meeting of 15th October that the petitioner and others seceded. After seceding they held on the same day a meeting in the open air in the Dalhousie Square, the result of which was the convening of the extraordinary general meeting at which the resolution for a voluntary winding up was passed. 88. The call as I gather, was paid by a certain number of the shareholders. On the other hand, the majority of the shareholders, including the petitioner did not pay it. 89. These are the facts in brief outline and they bear on this question of the validity of the Directors' call in this way. On the pleadings, the petitioner did not deny that a resolution for a call was duly passed by the Directors on the 5th March, 1920, nor did he assert that the resolution was defective or invalid. The resolution of 5th March, 1920, is set out in Bireswar Chatterjee's affidavit and its terms are not disputed in the petitioner's affidavit in reply dated 19th March, 1921. What the petitioner did assert, with the support of the three shareholders who affirmed the affidavit filed on 9th February, 1920, was that the call was indefinitely postponed at the statutory meeting of 4th August. That is not borne out by the minutes of the meeting to which I have referred and is inconsistent with the Directors' resolution of 3lst August; if the call was indefinitely postponed, it would seem that this was done informally, as no notice of a formal resolution on the subject appears to have been given under clause (8) of section 78. 90. The pleadings, as I have indicated, raising a question of fact pure and simple, when the case came before Greaves, J., on the 4th or 5th April, 1921, the parties raised further questions of law. 91. 90. The pleadings, as I have indicated, raising a question of fact pure and simple, when the case came before Greaves, J., on the 4th or 5th April, 1921, the parties raised further questions of law. 91. For the Company, the point already referred to was taken that no notice was ever given of a resolution to postpone the call. 92. For the petitioner it was contended that the resolution of 5th March, 1920, was invalid because no minute, of it Had been signed and that neither that resolution nor the resolution of 5th June fixed the time of payment. 93. The resolution of 31st August, however, an in this way, that "that the time for ' payment of first call be extended up to 31st October, 1920." Under Article 37 of the Articles of Association every shareholder is to be liable to pay the amount of every call to the person and at the time and place appointed by the Board." It was contended for the Company that the resolutions taken together (including or, I Suppose, excluding that of 5th March) sufficiently fixed the two essential matters, the amount of the call and the time for payment, while the person and place 'appointed by the Board" sufficiently appeared from the notices or reminders issued by order of the Directors. Reference was made to Lord Halsbury's Laws of England, Volume V. page 166, section 274, and to Cawley In re, Hailet Ex parte (1889) 42 Ch. D. 209 = 61 L.T. 601 = 37 W.R. 692 = 58 L.J. Ch. 633. 94. But here again a dispute arose on a question of fact as to the date on which the notices to pay the call were issued after 31st August, whether they were issued on the 6th October or the 6th November. 95. Greaves, J., in his judgment of 5th April came to no decision one way or the other on the validity of the call. He seems at the time to have thought that the petitioner was in some way precluded by the part which he had played as a Director from questioning the validity of the call. With respect, I am not sure that I follow that. The learned Judge, however, expressly stated that the main issue of fact, whether the call had or had not been indefinitely postponed, could not be decided without taking first her evidence. With respect, I am not sure that I follow that. The learned Judge, however, expressly stated that the main issue of fact, whether the call had or had not been indefinitely postponed, could not be decided without taking first her evidence. That question stood over and the learned Judge went on to direct that a meeting of the contributories or shareholders should be summoned for the purpose of ascertaining their wishes. The meeting was held on the 25th April with the result stated in Mr. Remfry's report dated 30th April. 96. The course thus taken resulted in a fresh crop of objections on behalf of the Company which are set out in Bireswar Chatterji's affidavit of 7th May 1921. Inter alia, in paragraph 9, complaint was made that the notice given of the meeting was too short. In paragraph 13 it was said that "the substratum of the Company not having gone, and having regard to the circumstances of this ease, the Company submit that not only was the order for holding the meeting ultra vires, but that the Court ought not to make any order for liquidation under supervision of Court for compulsory liquidation." 97. This last objection raises a question which may merit consideration in another case, namely, whether a meeting of shareholders should be directed before the facts have been ascertained, and the Court is satisfied that it is warranted in proceeding on some ground stated in the petition : In re Langham Skating Rink Co. (1877) 5 Ch. D. 669 = 46 L.J. Ch. 345 = 36.L.T. 605. By way of reservation, however, I will add that personally I see no reason at present why any fetter should be put on the discretion of the Court summon a meeting whether of shareholders or creditors, where the Court is of opinion in the particular circumstances, that a knowledge of the views of the majority will be of substantial assistance [Cf. In re Bishop and Sons, Limited (1900) 2 Ch. 254 = 82 L.T. 756 = 7 Manson 343 = 69 L.J. Ch. 519.] 98. In re Bishop and Sons, Limited (1900) 2 Ch. 254 = 82 L.T. 756 = 7 Manson 343 = 69 L.J. Ch. 519.] 98. On the 4th May, the learned Judge without further considering the matters in dispute, made an order for compulsory liquidation on the footing that whether the call was valid or not and whether there was or was not a valid resolution for voluntary liquidation, he had jurisdiction to make, if not a supervision order, at any rate a compulsory order. 99. As the matter finally came before us, there was hardly any point on which the parties were agreed. The dispute ranged over the whole field. And as material questions of fact have not been determined, and the necessary evidence has not been taken, it is, in my opinion, impossible at this stage to decide whether there was a valid call or a valid resolution for a voluntary winding up. It was not suggested that the dispute as to the validity of the resolution was per se a sufficient ground for a compulsory order. 100. If, therefore, the order for compulsory winding up is to be upheld, it must be capable of being supported upon either of the two hypotheses that there was a valid resolution for a voluntary winding up or that there was no such valid resolution. 101. The petition as I have said assumes that there was a voluntary winding up. If so, then u/s 219 a voluntary winding up is not to bar the right of a contributory to have the Company wound up by the Court "if the Court is of opinion..... that the rights of the contributories will be prejudiced by a voluntary winding up." On that footing, things being as they were when the petitioner came into Court, is it established that the petitioner or the other contributories would have been prejudiced by a voluntary winding up ? Nothing had been done, no liquidator had been appointed. The voluntary liquidation had not been given a trial. The action which the petitioner took has rather the appearance of being precipitate. The existence of a voluntary winding up ought not to predispose the Court to make a compulsory order: In re Haycroft Gold Reduction and Mining Company (1900) 2 Ch. 280 = 83 L.T. 166 = 16 T.L.R. 350 = 69 L.J. Ch. The action which the petitioner took has rather the appearance of being precipitate. The existence of a voluntary winding up ought not to predispose the Court to make a compulsory order: In re Haycroft Gold Reduction and Mining Company (1900) 2 Ch. 280 = 83 L.T. 166 = 16 T.L.R. 350 = 69 L.J. Ch. 497 = 7 Manson 243, In re Gutter Percha Corporation (1900) 2 Ch. 665 = 69 L.J. Ch. 769 = 8 Hanson 67 = 83 L.T. 401, In re National Distribution of Electricity Company, Limited (1902) 2 Ch. 34 = 87 L.T. 1 = 9 Manson 314 = 71 L.J. Ch. 702. 102. On the other hand, it might perhaps be argued that the fact that no effect had been given to the resolution would make it easier for the Court to intervene, section 219 presenting no bar to action being taken by the Court u/s 162 [cf., in addition to the cases just cited, In re Bishop and Sons, Ltd. (1900) 2 Ch. 254 = 82 L.T. 756 = 7 Manson 343 = 69 L.J. Ch. 519.] The question then becomes on either hypothesis, whether the resolution for a voluntary winding up was valid or not, does a sufficient ground exist for making a compulsory order u/s 162? The section contains six clauses. It is not suggested that the first five clauses have any application but it is said that the circumstances make it just and equitable to wind up the Company within the meaning of clause (VI). 103. The learned Chief Justice has already dealt very fully with this part of the case and agreeing with him, as I do, I am not going to repeat what he has said, Briefly, the Company is not insolvent, it still has funds. I cannot gay that the substratum of the Company has gone or that its affairs are in a state of hopeless deadlock. Nor again, are there sufficient materials before us to justify the conclusion that a public investigation is desirable. In some respects the case bears a close resemblance to the recent case of Muralidhar Boy v. Bengal Steamship Company (1920) 47 Cal. 664 = 59 I.C. 542. 104. As to the charges of fraud made against Messrs. Nor again, are there sufficient materials before us to justify the conclusion that a public investigation is desirable. In some respects the case bears a close resemblance to the recent case of Muralidhar Boy v. Bengal Steamship Company (1920) 47 Cal. 664 = 59 I.C. 542. 104. As to the charges of fraud made against Messrs. Bando and Company, I am not saying that they have been established (they have not been investigated) but if the petitioner felt himself aggrieved, he had other remedies. This is not the case of a Company which was itself conceived in fraud and iniquity or was created for an illegal purpose. 105. The suggestion that the agreement between the Company and Messrs. Bando and Company is so onerous to the Company that it cannot possibly thrive, so far as it has any cogency, is now met by the undertaking given that Messrs. Bando and Company will relinquish the Managing Agency. 106. As to the wishes of the shareholders, if it be assumed that a sufficient basis was laid for summoning a meeting, the learned Chief Justice has already dealt with the figures returned by Mr. Remfry, and if the meeting was convened on too short a notice, the figures must be still further discounted. It is clear, I think, that the learned Judge founded himself very largely on the result of the meeting but taking the facts into consideration, so far as we know them, I have not been able to persuade myself that that result is in any way decisive of the case. 107. The numerous grounds advanced by Mr. Langford James in support of a compulsory order, suggest doubt and weakness in the petitioner's case rather than strength. There is no one ground on which a stand can be taken. Treated arithmetically, each ground by itself amounts to little or nothing and the sum is inconsiderable. It is not like pieces of circumstantial evidence which fit into one another and go to form a complete whole. 108. Given a reasonable amount of good will and common sense and if factious disputes are avoided, I cannot at present see why this Company should not make headway. 109. I agree in the order which has been proposed.