1982 (10) TMI 191 - HC - Companies Law

Compromise and arrangement, Winding up Circumstances in which a company may be would up, Powers of tribunal on hearing petition,

Issues Involved:
1. Winding up of Sudarsan Chits (India) Limited.
2. Application for a scheme of compromise under Section 391 of the Companies Act.
3. Stay of winding up petitions.
4. Injunction against Sudarsan Trading Company Ltd. from alienating properties.
5. Financial condition and management of Sudarsan Chits (India) Limited.
6. Role and obligations of the holding company, Sudarsan Trading Company Ltd.
7. Administration and management of Sudarsan Chits (India) Limited post-judgment.
8. Appointment of provisional liquidator and additional director.

Detailed Analysis:

1. Winding up of Sudarsan Chits (India) Limited:
The company faced multiple winding-up petitions under Section 439 read with Sections 433 and 434 of the Companies Act, citing its inability to pay debts. The court found substantial amounts due to creditors and determined that the company was unable to meet its liabilities, justifying the winding-up order. The court emphasized that the company had ceased to function effectively and had a huge commitment of about Rs. 2 crores annually for salaries, which could not be met from the current collections.

2. Application for a scheme of compromise under Section 391 of the Companies Act:
A shareholder, Sri T. P. Ravindran, proposed a scheme suggesting that if creditors stayed their hands, the company could pay all creditors in full within five years, thus avoiding winding up. This application was supported by the company but opposed by some creditors, the Regional Director, Company Law Board, and the Registrar of Companies, Kerala. The court noted serious objections to the scheme, primarily due to the financial condition of the company, making resurrection impossible and potentially causing further loss to creditors.

3. Stay of winding up petitions:
Sri T. P. Ravindran also moved an application for a stay of the winding-up petitions, pending the settlement of the scheme. The Company Judge dismissed this application, leading to an appeal by Sri T. P. Ravindran. The court held that the circumstances justified the winding-up order and found that in the interests of the creditors, the company should be wound up without further delay.

4. Injunction against Sudarsan Trading Company Ltd. from alienating properties:
Another appeal involved a creditor seeking an injunction to restrain Sudarsan Trading Company Ltd., the holding company, from alienating its properties. The court noted that the holding company had siphoned off funds from Sudarsan Chits (India) Ltd., contributing to its financial distress. The court emphasized the need for safeguards to protect the interests of the creditors.

5. Financial condition and management of Sudarsan Chits (India) Limited:
The court highlighted the company's dire financial situation, with liabilities far exceeding assets. It noted that the company had diverted a substantial part of its funds to the holding company and faced difficulties in collecting outstanding amounts from subscribers. The court found that the company's credibility as a kuri company was seriously affected, making it difficult to revive its operations.

6. Role and obligations of the holding company, Sudarsan Trading Company Ltd.:
The court imposed several obligations on the holding company, including providing security for the amount due, repaying the amount within five years, and meeting the company's operational expenses. The holding company was also restricted from alienating its properties and starting new chit businesses. The court emphasized that the holding company's participation was crucial for any attempt to revive Sudarsan Chits (India) Ltd.

7. Administration and management of Sudarsan Chits (India) Limited post-judgment:
The court directed that the affairs of the company be managed by its board of directors, with the addition of an independent director appointed by the court. This director would oversee the company's operations and report to the court. The court also outlined the responsibilities of the provisional liquidator and the conditions for the company's revival, including the use of funds and the settlement of creditors' claims.

8. Appointment of provisional liquidator and additional director:
The court appointed a provisional liquidator with restricted powers to oversee the company's affairs and ensure compliance with the court's directions. An additional director, Sri K.S. Venkataraman, was nominated to monitor the company's operations and report to the court. The court emphasized that the winding-up order would be held in abeyance if the company and the holding company complied with the conditions imposed.

Conclusion:
The court's judgment provided a detailed framework for the potential revival of Sudarsan Chits (India) Limited, subject to strict conditions and oversight. The court emphasized the need to protect the interests of the creditors while exploring the possibility of reviving the company with the support of the holding company. The judgment highlighted the court's discretion in winding-up proceedings and the importance of assessing the feasibility of revival schemes in the interests of all stakeholders.

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