Gujarat High Court
Gulabrai Kalidas Naik And Ors. vs Laxmidas Lallubhai Patel And Ors. on 26 June, 1975
Author: D.A. Desai
Bench: D.A. Desai
JUDGMENT D.A. Desai, J.
1. Petitioners, four in number, through their constituted attorney, have filed this composite petition for reliefs under section 155 and sections 397 and 398 of the Companies Act, 1956. Petitioner No. 2 is the wife of petitioner No. 1 and petitioner No. 4 is the wife of petitioner No. 3. Petitioners Nos. 1 and 2 jointly hold 75 shares in Vihar Cine Private Ltd. (hereinafter referred to as the "company"). Petitioners Nos. 3 and 4 jointly hold 100 shares in the same company. One Mr. Niranjan Nageshwar Vyas and his wife, Mrs. Kusumben N. Vyas, jointly hold 53 shares in the same company. One Mr. Ashokbhai Ramanlal Patel holds 99 shares of the said company.
2. The company was incorporated as a private company on 29th March, 1967. The company was formed for the principal object of constructing a cinema theatre and to carry on business of cinematograph, film producers, exhibitors, distributors, etc. The initial authorised capital of the company was Rs. 5 lakhs divided into 500 equity shares of Rs. 1,000 each. But, subsequently, by a resolution dated June 23, 1970, the authorised capital of the company was increased from Rs. 5 lakhs to Rs. 10 lakhs divided into 1,000 equity shares of Rs. 1,000 each. The issued, subscribed and paid up capital was Rs. 9,88,000 consisting of 988 shares of Rs. 1,000 each fully paid up. The company erected a cinema theatre named as Bihar Cinema on Pratapnagar Road, Baroda. After it obtained a licence to exhibit films in the theatre, the company gave the theatre on lease to Messrs. Vihar Film, Exhibitors, a partnership firm of which all the equity shareholders of the company were partners, on a monthly rent of Rs. 20,000 and the lessee was to bear the expenses of staff salary, electricity charges, machinery, maintenance, etc. Messrs. Vihar Film Exhibitors in turn gave on lease the theatre to Messrs. Vihar Exhibitors, a firm, on a weekly rent of Rs. 8,500. The running expenses were to be borne by Messrs. Vihar Film Exhibitors. After the period of lease expired, the company gave the theatre on lease to Messrs. Bachubhai Dave and Sons on a Monthly rent of Rs. 15,000 on August 1, 1972, with certain other conditions, which are not relevant for our purpose. Unfortunately, Mr. Bachubhai Dave, the principal partner of Messrs. Bachubhai Dave and Sons, expired and by a mutual understanding the lease in favour of Messrs. Bachubhai Dave and Sons was brought to an end in August, 1973. The petitioners allege that after Messrs. Bachubhai Dave and Sons surrendered the lease, the company gave on lease the theatre to Messrs. Manubhai and Brothers as per lease deed dated 6th August, 1973, on a monthly rent of Rs. 12,000 for a period of three years with a specific condition that all expenses incidental to the running of the cinema theatre were to be borne by the lessee, Messrs. Manubhai and Brothers. Pursuant to this arrangement, it is alleged that Messrs. Manubhai and Brothers made an advance payment of Rs. 3 lakhs, the amount to be adjusted towards the rent becoming due and payable. There are other allegations in respect of this lease, but they are not material.
3. At all material times, respondent No. 4, Ravjibhai Varadhbhai Patel, was the managing director and respondents Nos. 1, 3, 5 and 6 were the directors. Petitioner No. 1 and one Mr. N. N. Vyas also became directors of the company from January 1, 1971. It is alleged that respondents Nos. 4 and 5 were in active management of the affairs of the company. It appears that the business of the company was running in a loss. The company had borrowed loans from the Gujarat Industries Investment Corporation, as well as deposits from the friends and relations of the directors and from the public. These were miscellaneous loans and advances to the tune of Rs. 8 lakhs. The company was thus faced with heavy weather on the financial front. It is alleged that as the company needed substantial finances to come out of the financial crisis, the company approached Messrs. Manubhai and Brothers, the lessee of the theatre at the relevant time, and who were also incidentally carrying on business of Shroffs and money-lenders, for financial assistance. Messrs. Manubhai and Brothers showed their willingness to provide finance, if the control of the company should substantially remain in the hands of respondent No. 4, in whom Messrs. Manubhai and Brothers had immense confidence. Pursuant to this arrangement, it was alleged that it was agreed between the constituted attorney of the petitioners and respondents Nos. 4, 5 and 6 that petitioners Nos. 1 and 3, respondents Nos. 5 and 6, Mr. N. N. Vyas and Mr. A. R. Patel execute blank transfer forms in respect of their respective shares and they should hand them over to respondent No. 4, and, if necessary, the shares respectively held by the aforementioned persons should be nominally entered in the name of respondent No. 4 to assure Messrs. Manubhai and Brothers that respondent No. 4 holds the controlling block of shares in the company. And that pursuant to this arrangement, the constituted attorney of the petitioners Nos. 1 and 3, and respondents Nos. 5 and 6 and Mr. N. N. Vyas and Mr. A. R. Patel executed blank transfer forms in respect of the shares respectively held by them and handed them over to respondent No. 4. The petitioners allege that on the strength of the blank transfer forms handed over to respondent No. 4, 424 shares standing in the name of the petitioners, respondent No. 6 and his wife, Mrs. Shardaben P. Panchal, Mr. A. R. Patel, Mr. N. N. Vyas and his wife, Mrs. Kusumben N. Vyas, have been entered in the name of respondent No. 4.
4. Petitioners further alleged that respondent No. 1 initially held 91 shares of the company and respondent No. 3 who is the daughter of respondent No. 1 held 73 shares and that they were pressuring respondent No. 4 to return their shares capital. Ultimately, respondent No. 2 who is the son of respondent No. 1, acting as constituted attorney of respondent No. 1, filed a winding-up petition in the High Court of Gujarat on 4th March, 1974. It so happened, according to the petitioners, that respondent No. 4 suffered a stroke of hemiplegia in March, 1974, involving the right half of his body and he was admitted to Sonal Hospital near Sharda Mandir Railway Crossing. Subsequently, he was transferred to Harivallabh Nursing Home, and he was under the treatment of respondent No. 2, son of respondent No. 1. After some time, respondent No. 4 was transferred to Thakorlal Polio Clinic at Pritamnagar. It is the allegation of the petitioners that respondent No. 4 is a relation of respondents Nos. 1 and 2 in that the wife of respondent No. 4 is the cousin-sister, being maternal uncle's daughter of respondents Nos. 2 and 3, who is turn are brother and sister, and that taking advantage of the impaired mental and physical condition of respondent No. 4 and using the family relation as lever, respondents Nos. 1, 2, 3 and 9 got an irrevocable power-of-attorney executed by respondent No. 4 in favour of respondent No. 2 and one Mr. Naranbhai Raghunathdas Patel, brother or respondent No. 8 and that this power-of-attorney conferred such power on the constituted attorneys as would enable them to get transferred the shares of respondent No. 4, which at the relevant time also included the shares of the petitioners, Mr. N. N. Vyas and Mr. A. R. Patel. Not only this, but it is further alleged by the petitioners that respondents Nos. 1, 2 and 3 procured the resignation of respondent No. 4 as also they got transferred the shares held by respondent No. 4 to respondents Nos. 3 and 8. The petitioners further allege that pursuant to this transfer, the name of the petitioners, Mr. A. R. Patel and Mr. N. N. Vyas, were removed from the company's register of members and it is in this background that the petitioners seek the relief under section 155 for rectification of the register of members alleging that the name of the petitioners as well as Mr. N. N. Vyas and Mr. A. R. Patel have been wrongly removed from the register of members.
5. The petitioners also make an allegation, complaining of mismanagement, misapplication of the funds of the company and acts causing oppression, to the petitioners and those who consent to the petition as they are minority shareholders and seek relief under section sections 397 and 398 of the Companies Act. It is not necessary to set out those allegations at this stage.
6. Simultaneously, the petitioners also took out judge's summons in Company Application No. 28 of 1975 for interim reliefs.
7. When Company Petition No. 36 of 1975 came up for admission before J. B. Mehta, J., a notice was ordered to be served upon the company, the respondents and the Central Government. This was a notice prior to admission calling upon the parties to show cause why the petition should not be admitted. Simultaneously, in Company Application No. 28 of 1975, notice was ordered to be issued to be respondents and the company and a very limited ex parte ad interim relief was granted.
8. Thereafter, the petition came up for admission before me. Now, I must confess that even though the petitioners have filed a composite petition seeking relief under section 155 and sections 397 and 398 of the Companies Act, it is surprising that the company was not initially joined as a party. Subsequently, however, a judge's summons was taken out seeking permission to join not only the company but four others and that has been granted. However, respondent No. 8 appeared on behalf of the company and filed affidavit opposing the admission and granting of any interim relief.
9. Mr. G. N. Shah, learned advocate who appeared on behalf of the company, seriously contended that a composite petition under section 155 and sections 397 and 398 would not lie because relief under sections 397 and 398 is available to a member of the company whose membership is not in dispute. It was alleged that the petitioners themselves admit for the present that their names are removed, albeit wrongly, from the register of members and that till the register is rectified, the petitioners are not the members and they could not maintain the petition for relief under sections 397 and 398 in view of the provisions contained in section 399(1).
10. Section 41(2) provides that every person other than the subscriber of the memorandum of a company, who agrees in writing to become a member of a company and whose name is entered in its register of members, shall be a member of the company. Section 399(1) provides that the members shown in sub-clauses (a) and (b) of a company shall have a right a apply under sections 397 and 398. Section 155 relevant for the purpose read as under :
"155. (1) If -
(a) the name of any person -
(i) is without sufficient cause, entered in the register of members of a company, or
(ii) after having been entered in the register, is, without sufficient cause, omitted therefrom, or
(b) default is made, or unnecessary delay takes place, in entering on the register the fact of any person having become, or ceased to be a member;
the person aggrieved, or any member of the company, or the company, may apply to the court for rectification of the register.
(2) The court may either rejected the application or order rectification of the register; and, in the latter case, may direct the company to pay the damages, if any, sustained by any party aggrieved.
In either case, the court in its discretion may make such order as to costs as it thinks fit.
(3) On an applications under this section, the court -
(a) may decide any question relating to the title of any person who is a party to the application to have his name entered in or omitted from the register, whether the question arises between members or alleged members, or between members or alleged members on the one hand and the company on the other hand; and
(b) generally, may decide any question which it is necessary or expedient to decide in connection with the application for rectification ........."
11. Prima facie, reading these sections together, it becomes clear that in order to acquire the status of a member of a company, name of the person seeking to be a member must be entered in the register of members, and only then he acquires the status of a member of a company. It is obligatory upon the company to maintain a register of its members. Now, if a person claims to be a member of the company, and either his name is not entered in the register, or having been once entered in the register, is, without sufficient cause, omitted therefrom, then the person aggrieved or any member of the company or the company may apply to the court for rectification of the register. Such an application can be made, either by a person aggrieved, or by may other member of the company, or company itself for rectification of the register under section 155. In such an application, the court will have the power to decide any question relating to the title of any person, who is a party to the application, to have his name entered in or omitted from the register, whether the question arises between the members or alleged members or between members or alleged members on the one hand and the company on the other hand. And the court will generally have power to decide any question, which it is necessary or expedient to decide, in connection with the application for rectification. Section 155 thus provides a summary remedy to a person who complains that his make has not been entered or has been wrongly omitted. It also enables these members to complain and seek rectification in respect of the name either wrongly entered or wrongly omitted in respect of some other person. It is true that when complicated question of title arises, it would be open to the company court to direct the parties to a civil suit to establish their title. But it would equally be open to the court having jurisdiction under the Companies Act to decide the question of title to a share, in order to ascertain, whether the person claiming to be a member is in fact a member or not and whether his name has been rightly entered or wrongly omitted. But till the name is entered, it could not be said that he can enjoy the powers of a member conferred by the Companies Act on the members of a company.
12. Now, section 399(1) provides that members, set out in clauses (a) and (b) of sub-section (1) thereof, alone have a right to apply under sections 397 and 398. Apart from the qualifying number for eligibility to maintain a petition, those who invoke court's jurisdiction, must indisputably be the members of the company and this is very natural because section 397(1) provides that any members of a company who complains that the affairs of a company are being conducted in a manner prejudicial to public interest or in any manner oppressive to any member or members, may apply to the court. One can thus complain of oppression or conduct prejudicial to public interest, if he is a member of the company. Similarly, section 398(1) provides that a member of a company, complaining of thins sets out in the section, may apply for relief to the court, and it is absolutely well settled that for relief under sections 397 and 398, the oppression complained of must be in the capacity of members. The language of sections 397 and 398 leaves no room for doubt that the oppression complained of must not only be complained of by a member of the company, but oppression must be of some part of the members (including himself) in their capacity or his capacity as members of members of a company as such (vide In re H. R. Harmer Ltd. [1958] 3 All ER 689; [1959] 29 Comp Cas 305 (CA). Therefore it is crystal clear that complaint must come forth from a member and it must be a complaint to be made to the court by a member. The prerequisite for invoking jurisdiction under sections 397 and 398, which has been statutorily provided for in section 399(1), is that the complaint must come forth from a member. One has to be a member before he can complain of oppression as a member of the company.
13. Now, if the petitioner's title to the membership is in dispute, and he has to seek relief under section 155 for getting his name placed on the register of members to clothe himself with the rights of a member, it would be improper, till that dispute is decided, to permit such a person to maintain a petition under sections 397 and 398. If the petitioners' petition under section 155 fails, obviously, they cannot maintain a petition under section 397 and 398, because they are not members. Now, it may be that, in a given case, the petitioners invoking court's jurisdiction under section 397 and 398, are in a position to show that even though their names are not to be found in the register of members of the company, yet they have such an indisputable and unchallengeable title to the membership of the company that court may entertain a petition at their instance. But, in the facts of this case, the petitioners themselves admit that they themselves signed blank transfer forms pursuant to a certain understanding with the respondent No. 4 and that respondent Nos. 1, 2, 3 and 8 by a subterfuge have taken their shares from respondent No. 4. it is true that the share certificates are with the petitioners and their associates. But the fact remains that as the record stands today the shares of the petitioners and their associates were transferred from their names to the name of respondent No. 4 and respondent No. 4, in turn, transferred the shares through his constituted attorneys to respondent Nos. 3 and 8. Now, the petitioners, will have to satisfy the court that they have nor lost their membership, despite the fact that their shares have been transferred to the name of respondent No. 4 in the first instance, and then to the names of respondents Nos. 3 and 8. That question is yet to be decided. It would be, therefore, premature at this stage to admit the petition under sections 397 and 398 at the instance of such petitioners.
14. But there are other handicaps in the way of the petitioners. Petitioners Nos. 1 and 3 are non-resident Indians and petitioners Nos. 2 and 4 are respectively the wives of petitioners Nos. 1 and 3. It is not in dispute that they are non-resident Indians. Section 29(4)(a) for the Foreign Exchange Regulation Act, 1973, reads as under :
"29. (4) (a) Where at the commencement of this Act any person or company (including its branch) referred to in sub-section (1) holds any shares in India of any company referred to in clause (b) of that sub-section, then, such person or company (including its branch) shall not be entitled to continue to hold such shares unless before the expiry of a period of six months from such commencement or such further period as the Reserve Bank may allow in this behalf such person or company (including its branch) has made an application to the Reserve bank in such form and containing such particulars as may be specified by the Reserve Bank for permission to continue to hold such shares."
15. Now, apart from anything else, these petitioners who are non-resident Indians, have been holding the shares in India of a company which is specifically covered by clause (a) of sub-section (1) of section 29, and, therefore, they would not be entitled to continue to hold such shares unless before expiry of a period of six months from the commencement of the Act or such further period as the Reserve Bank may allow in this behalf to continue to hold such shares. The Foreign Exchange Regulation Act, 1973, came into course on January 1, 1974. Admittedly, the period of six months has long since expired. It is true that the petitioners can ask for extension of time for making an application under section 29(4)(c). That has still not been done. Now, if they are non-resident Indians, and if they have not been permitted to continue to hold the shares, they would not be entitled to continue to hold such shares and if they are not entitled to hold those shares, sub-clause (c) provides the consequence thereof, namely, the shares will have to be sold off as directed by the Reserve Bank. Incidentally, in this connection, section 47(1) of the Foreign Exchange Regulation Act may be referred to, which provides that no person shall enter into any contract or agreement which would directly or indirectly evade or avoid in any way the operation of any provision of the Act or of any rule, direction or order made thereunder. Therefore, sale of shares by the petitioners to respondent No. 4 may, prima facie, appear to be of doubtful validity and accordingly respondents Nos. 3 and 8 who claim to have purchased the same from respondent No. 4 may not acquire any title over those shares. In any event, the petitioners, for the time being, would not be entitled to enforce their rights qua the shares unless they obtain permission of the Reserve Bank because sub-section (2) of section 47 provides that it shall be an implied term of every contract that anything agreed to be done by any term of that contract which is prohibited to be done by or under any of the provisions of the Act, except with the permission of the Central Government or the Reserve Bank, shall not be done unless such permission is granted. And the permission is still not forthcoming. Undoubtedly, Mr. B. R. Shah said that the effect of the provisions of the Foreign Exchange Regulation Act, 1973, would be that the blank transfer forms executed by the petitioners in favour of the respondent No. 4 would not clothe him with any title to the shares and, therefore, be would not be able to transfer valid title to respondents Nos. 1, 3 and 8 in respect of the shares of the petitioners and that, therefore, according to Mr. B. R. Shah, the petitioners would continue to hold these shares. It may be so, but let it not be forgotten that the petitioners themselves being non-resident Indians, they cannot continue to hold the shares without obtaining the permission of the Reserve Bank of India, which they have till now not obtained as required by section 29(4)(a) and that it would been a serious question to be decided whether they can enforce any right conferred by the shares, their title to which is impaired because they have not obtained the permission.
16. In this connection Mr. G. N. Shah referred to Mahendra Kumar Jain v. Federal Chemical Works Ltd. [1965] 35 Comp Cas 651 (All). A petition under section 155 for rectification of register was not entertained on the ground that there were several disputed questions of fact, requiring determination, and that the remedy under section 155 being of a summary nature, it could not be invoked and the petitioner should pursue his remedy in a civil court. The contention is premature because after the admission of the petition in the case before the Allahabad High Court, the respondents appeared and raised serious questions and the issues were framed and then the court came to the conclusion that the disputed questions of fact cannot be tried in a summary procedure in an application for rectification of the membership register under section 155. The contesting respondents in the case before me have till not filed their affidavit and we do not know what contentions they propose to raise. Therefore, this contention cannot be entertained at this stage. Another case relied upon was Ved Prakash v. Iron Traders (Private) Ltd. [1961] 31 Comp Cas 122 (Punj). In this case, the right of the petitioners to file a petition under sections 397 and 398 was questioned on the ground that the petitioners or some of them were not members of the company. Petition was dismissed because it was found as a fact that the petitioners' application for rectification of register was already dismissed by the learned district judge and the petitioners had not filed a suit to establish their title to the shares in question. Obviously, if the petition for rectification of register was rejected, those whose names were not to be found in the register could not be said to be members of the company and, therefore, they could not maintain a petition under sections 397 and 398 of the Companies Act. But it does not mean that a composite petition would not lie.
17. Incidentally, reference was also made to Stadmed Private Ltd. v. Kshetra Mohan Saha [1969] 39 Comp Cas 741 (Cal), wherein a composite petition under sections 397, 398 and 403 was filed and the contention raised was that as the petitioners were not members of the company, they cannot maintain a petition under section 397 and 398. Two petitioners, Kshetra Mohan Saha and Satchidananda Sikdar, approached the court for reliefs under sections 397, 398 and 403. The respondents contested the petition alleging that as the petitioners were not the members of the company, they were not entitled to maintain the petition. It was found as a fact that Satchidananda Sikdar had established his title to the shares in a civil suit filed by him, though, pursuant to the decree in the suit, the register of members was not rectified by the company and that, as the decree had become absolute, it was held that Satchidananda could maintain the petition. In the case of Kshetra Mohan it was found that he had not paid the call on shares and, therefore in view of the provision contained in section 399(1)(a) he was not entitled to maintain the petition. The petition was dismissed on the ground that the number of shares held by the other eligible petitioners were not sufficient in number and value for maintaining the petition. At any rate, it becomes further clear from this decision that in order to maintain a petition under sections 397 and 398, the petitioner has to be a member and if there is a serious dispute over the title of the petitioners to the shares on the strength of which he claims membership and if there is a serious dispute over the title of the petitioners to the shares on the strength of which he claims membership and if he filed a petition under section 155 for rectification of the register of members, where his title to the shares can be adjudicated upon, it would be premature to permit him to maintain a petition under sections 397 and 398. But this decision is not an authority for the proposition that a composite petitioner is not maintainable.
18. Now, one can conceivably envisage a case where there may not be a serious dispute as to the title of the petitioners to the shares of which he claims ownership and yet his name may not be found in the registers of members and incidentally he is required to seek rectification of the register, he would be perfectly justified in filing a composite petition under sections 155, 397 and 398. It is not that in all cases such a composite petition is not maintainable but it would be for the court to decide whether the petition should be rejected on the ground that it is a composite petition unworthy of examination, or to admit the petition in part leaving open the question of admission of the remainder of the petition to a later date.
19. In Company Petition No. 6 of 1970 decided on 28th April, 1971 [Navnitlal M. Shah v. Atul Drug House Ltd. [1977] 47 Comp Cas 136 (Guj)] a question arose whether a composite petition for winding up or in the alternative for appropriate relief under sections 397 and 398 can be filed and whether it would be open to the court to admit the petition in part. It was held that relief under sections 397 and 398 is alternative to an order for winding up. In that case, reference was also made to the court practice set up by Chagla C.J. (as he then was) which reads as under (See Bilasrai Joharmal v. Akola Electric Supply Co. P. Ltd. [1958] 28 Comp Cas 549, 553 Bom)) :
"....... if a petition is presented to the court - let us say a petition which is a composite petition, as in this case - it would be open to the court or to the company judge to dismiss it summarily and not to admit at all. That would apply both with regard to the prayer for winding up and with regard to the directions under section 397 and 398. But the court may not want to dismiss it summarily and the court may want it to be admitted at least for the purpose of giving notice to the company so that the company should be heard. If the company judge takes that view, at the stage, then we will direct that not only a notice would be given to the company but also to the Central Government. At that stage, the learned judge will give such directions as he thinks proper. With regard to winding up, if he wishes to go further into the matter, he would have the petition advertised as required under the High Court Rules. If, on the other hand, he thinks that there is no case for winding up, he may dispose of that part of the petition as the Companies Act provides, as we have just pointed out, after hearing both the company and the Central Government."
20. Considering all the aspects of the matter, at this stage, the petition so far as it seeks reliefs under section 155 should be admitted and the consideration of the petition for the purpose of admission for reliefs under sections 397 and 398 should be deferred to a later date and the petition to that extent need not be dismissed. The allegations made are grave and serious and if the petitioners are qualified to maintain the petition, it would be necessary for the court to examine these allegations.
21. Accordingly, I direct that the petition should be admitted for the relief under section 155 and notice be issued to the respondents. Parties would be at liberty to move at a later stage for consideration whether the circumstances have come into existence which necessitate examining the question of admission or otherwise of petition for the reliefs under sections 397 and 398. Order accordingly.
22. Directions on summons in Company Application No. 28 of 1975.
23. This company application is for interim reliefs.
24. Re : Relief (I).
25. The petitioners seek inventory of the records of the company in possession and custody of respondents Nos. 1, 2, 3, 5 and 9 and its chartered accountants, the officers, servants and agents of the company and request the court to seize that record and take them into custody. But I think at this stage it is only necessary to make the complete inventory of the record of the company in the possession of any of the respondents as well as in the possession of the company and for this purpose Mr. G. B. Mirani, chartered accountant, is appointed as officer of the court to make the inventory.
26. Re : Relief (II), Alternative relied as well as Relief (III).
27. They are not necessary at this stage and prayer in respect of each of them is rejected.
28. Re : Relief (IV).
29. Prayer for restraining respondents Nos. 7 and 8 to act as directors of the company is rejected, but in order to keep supervision of the court, Mr. Mirani, chartered accountant, is appointed as a court officer to attend all meetings of the board of directors and to take notes and to produce them before the court.
30. Re : Relief (V).
31. Respondents Nos. 3 and 8 are restrained from transferring 424 shares which they have acquired from respondent No. 4 and belonging to the petitioners, respondent No. 6, Mr. N. N. Vyas, and Mr. A. R. Patel, without obtaining the prior permission of the court.
32. Re : Relief VI.
33. Respondents are restrained from transferring the immovable property of the company, namely, Vihar Cinema theatre, and the land on which it stands without obtaining the prior permission of the court.
34. Re : Relief (VII).
35. The petitioners may move at proper time after inventory is exhibited in the record, for inspection of the records.
36. Re : Relief (VIII).
37. Respondents are restrained from returning the deposits standing in their own names or in the names of the wife of each of the respondent, son of each of the respondent and any deposit over Rs. 5,000 without prior permission of the court.
38. Re : Relief (IX).
39. The company, before appointing new directors, must seek orders of the court.
40. No order as to costs.
41. Order accordingly.