Judgment :- RAJAMANNAR C. J. This is an appeal against the order of the learned DISTRICT jUDGE, Coimbatore, in I.A. No. 423 of I954 on his file in O.P.No. 225 of I952 on the file of the High Court, Madras Kundah Trading Co. Ltd. was directed to be wound up by an order of this court dated September 22, I953, in the said O.P.No. 225 of I952. On January 28, ?I954, the against the respondent herein for the following reliefs; namely, for a direction to the respondent to render an account of his management of the company during his period as managing director, pay t all sums that may found due by him to the company and to retire to the company the unlawful gain to the tune of Rs. 49, 000 illegally made by him in the matter of purchase of the tea factory belonging to the company and the pay other sums, namely, Rs. 7, 500 being the price of tea taken by the respondent and Rs. 21, 000 alleged to be due as consideration for the assignment to the respondent of a promissory note executed by the appellant in favour of the company The affidavit filed in support of the application contained the following allegations. On May 19, 1946 he tea factory at Hibbada together with its fixtures was agreed to be sold by the company to the appellant on the understanding that the appellant would take over the outstanding (Rs. 73, 007-II-4) found due to the company and discharge the company's debts which amounts to Rs. 1, 84, 951-1-3. In other words the sale was for a consideration of Rs. 1, 12, 000 The transaction however fell through ON July 5, 1946 the same factory was agreed to be sold to the respondent herein for a sum of Rs. 70, 700 The respondent had been the managing director of the company from July 30, 1945 up to July 5, 1946 on which date he resigned from the said office, though the continued to be a director till July 29, 1947 on which date he resigned from that office also. The said price of Rs. 70, 700 was further reduced to Rs. 63, 200The tea stock worth amount Rs. 20, 000 was taken for Rs. The said price of Rs. 70, 700 was further reduced to Rs. 63, 200The tea stock worth amount Rs. 20, 000 was taken for Rs. 7, 500 and even this amount had not been paid, The sale deed executed by the company in favour of the responded directed the respondent to discharge certain debts which he did not discharge. On the other had the directors had to borrow moniues to make payments towards the said debts. The company assigned in favour of the respondent a promissory note which the appellant had executed in favour of the company on September 5, 1946, as security for any deficit which may be due to him in the course of his management of th company There was no consideration for the assignment in favour of the respondent but he filed a suit on foot of the said promissory note against the appelllat , O, S. No.16 of 1947 ad obtaine a decree therin On these allegations the appellant charged the responded with misfeasance as the compan7y lost by the reduction of the sale price to an extent of Rs. 49, 000 and as quantities of tea worth nearly Rs. 29, 000 had been taken by the respondent for a sum of Rs. 7, 500 The respondent was also said to be quality eve of other acts of misfeasance committed by him as managing director and as director of the company. The respondent pleaded, inter alia that the appellant had no locus stain to filed the application and that the proper person to file the application was the official liquidator that the appellate was bitter enemy of his and that the application had been filed out of spite mad to wreak his vengeance on the respondent for having obtained a decree against him in O.S. No. 16 of 1947. The responded further stated that the resolution which sanctioned the sale in his favour was passed at a meeting of the shareholders The respondent that he had caused loss to the company He stated that the had actually discharged debts and had paid Rs. 7, 500 of the tea stock Regarding the promissory note executed by the respondent stated that the allegation were all irrelevant of the purpose of the present application. 7, 500 of the tea stock Regarding the promissory note executed by the respondent stated that the allegation were all irrelevant of the purpose of the present application. The respondent also relied on the fact that the appellate was a party to the several resolution in pursuance of which the sale in his favour was concluded and he also relied on an order of consent passed in C.M.A. No.71 of 1951 on the file of this courtThe learned District Judge of coimbatore held that the appellant was entitled to maintain the application but that he has fled to establish that the company had lost by any act of misfeasance on the part of the respondent. If any money was due to the company from the respondent it was for the official liquidator to take proper proceedings. He also held that the assignment of the promissory note executed by the appellant in favour of the company was not relevant to this application The learned judge's conclusion was that the appellant had not proved any of the changes leveled against the respondent to make him liable to make good any money to the company which he had retail e or which he had secured utilizing his position as a director of the company. He therefore dismissed the application and hence the present appeal. The appellant's application as already mentioned purports to be under the two section of the Indian Companies ACt of 1913, namely sections 185 and 195. In so far as they are material they run thus "185. The court may at an7 time after making a winding up order required any contributory of the time being settled on the list of contributories and any trustee, receiver banker agent or officer of the company to pay deliver surrender or transfer forthwith or within such time as the court directs to the official liquidator any money, property or documents in his hands to which the company is prima facie entitled 195. (I) The court may, after it has made a winding up order, summon before it any officer of the company or person known or suspected to have in his possession any property of the company or supposed to be indebted to the company or any person whom the court deems capable of giving information concerning th trade, dealings, affairs or property of the company....." * It is not necessary to embark on a discussion of the question whether a person in the position of the appellant who is a fully paid shareholder can maintain an application under either section It is clear that under either section the court has discretion to make the order sought and we have no hesitation in holding that in this case the application should not be granted the instance of a party like the appellant. The appellant was himself a director at all material times relating to the transaction If there was any loss to the company7 the appellant was as much liable to the company as the respondent himself as both were directors. It is highly undesirable that the powers of the court under sections 185 and 195 of the Indian Companies Act should be allowed to be invoked by one director against another director. There can be no doubt that the application is actuated by personal; spite na hostility towards the respondent. As a fully paid shareholder the appellant need not be afraid of any liability cast on him. Having regard to the facta alleged u him it is most unlikely that there will be any surplus assets of the company in which the appellant may e expected to share There is another circumstances also which we have to take into consideration and that is is the part which the appellant played as one of the directors along in the respondent. The appellant now says that the respondent as director occupied a fiduciary position vis-a-vis the company and he use his position as such to obtain undue advantage to himself buy purchasing the factory. Evidently he overlooks the fact that he himself had entered into a similar transaction of purchase but only it was not concluded The resolution of the board of directors dated July 5, 1946, was passed unanimously that the tea factory belonging to the company should be offered for sale for Rs. Evidently he overlooks the fact that he himself had entered into a similar transaction of purchase but only it was not concluded The resolution of the board of directors dated July 5, 1946, was passed unanimously that the tea factory belonging to the company should be offered for sale for Rs. 70, 700 and sold to the respondent The appellant was a party to its resolution. The appellant was also a party to the subsequent resolution regarding the reduction of the price. Having regard to the conduct of the appellate it is most undesirable that he should be allowed to proceed wit this application and obtain any relief against the respondentAt the same time we feel having regard to the grave allegations made by the appellant that there should be further investigaion with the help of a qualified auditor. The main difficulty is lack of funds to enable to official liquidator to take further steps. If however any person is prepared to place funds at the disposal of the official liquidator he may employ a qualified auditors to help him in further investigation about the allegations made by the appellant and submit a report to the learned District Judges If, as a result of the investigation the learned District Judge is of the opinion that a misfeasance application should be filed by the official liquidator he may direct him to do so, We propose to say nothing on the merits at this stage. One thing we mist says namely that in any misfeasance application which may be taken out by the effectual liquidator the appellant should be a party along with the other directors In the result the appeal is dismissed with costs Appeal dismissed.