1987 (3) TMI 443 - HC - Companies Law

Meetings and proceedings - Presumptions to be drawn where minutes duly drawn and signed, Winding up - Circumstances in which a company may be would up

Summary

Issues:
Petition for winding up under section 433 of the Companies Act, 1956 based on alleged debt owed by the respondent company to the petitioner.

Analysis:
The petitioner claimed that the respondent company owed him a total of Rs. 80,356.36, which included a loan amount, collateral security, and share money. The respondent company contested the claim, admitting only the loan amount of Rs. 29,356.36, subject to certain conditions agreed upon at a board meeting. The company argued that the collateral security had been returned, and the share money was not refundable. The dispute centered around the authenticity of the petitioner's signature on the minutes of the board meeting where the repayment agreement was allegedly made.

The petitioner testified that he was a director of the company and acknowledged the accuracy of certain documents but disputed the agreement reached at the board meeting regarding the repayment of his investment. On the other hand, a director of the company testified that the petitioner was aware of the resolution passed at the board meeting and confirmed the liability to repay the loan amount after the company commenced production. The court emphasized the importance of evidence in determining the immediate liability of the company to repay the debt.

The court examined the board resolutions dated June 4, 1986, which outlined the repayment terms agreed upon by the parties. Despite the petitioner's claim of objection to the agreement, the court found his assertion lacking corroborative evidence. The court concluded that the petition was not maintainable under section 433 as it sought to coerce payment of an amount not immediately due, in line with the Supreme Court precedent. The court advised the petitioner to pursue recovery through a civil suit if necessary and dismissed the petition while acknowledging the petitioner's right to seek legal recourse through appropriate channels.