2003 (1) TMI 516 - HC - Companies Law

Issues Involved:
1. Winding up of M/s. Incan Mutual Fund Benefit Limited and its sister concerns under Section 433 of the Companies Act, 1956.
2. Recovery of invested money along with interest from the opposite-parties.
3. Maintainability of the petition against M/s. Incan Group of Companies.
4. Implementation of Company Law Board's orders.
5. Allegations of mismanagement and misappropriation of funds by the company and its directors.
6. Inquiry by the Central Bureau of Investigation (CBI) into the alleged misappropriation of funds.

Detailed Analysis:

1. Winding up of M/s. Incan Mutual Fund Benefit Limited and its Sister Concerns:
The petitioners filed for winding up under Section 433(b), (d), (e), and (f) of the Companies Act, 1956, against M/s. Incan Mutual Fund Benefit Limited and its sister concerns. The petitioners alleged that the company collected huge deposits from investors with the assurance of high returns but failed to repay upon maturity. The court concluded that M/s. Incan Mutual Fund Benefit Limited is liable to be wound up under Section 433(e) of the Companies Act due to its inability to pay its debts. The Official Liquidator was appointed to take charge of all assets and liabilities of the company and to chalk out a repayment plan for the creditors.

2. Recovery of Invested Money with Interest:
The petitioners sought recovery of their invested money along with interest. The court noted that despite the Company Law Board's (CLB) scheme for repayment, the company failed to honor its commitments. The court directed the Official Liquidator to take custody of all movable and immovable properties and submit a plan for repayment to the creditors within three months.

3. Maintainability of the Petition Against M/s. Incan Group of Companies:
The opposite-party No. 2 argued that the petition was not maintainable as M/s. Incan Group of Companies is not a legal entity. The court observed that the petitioners had invested their money with M/s. Incan Mutual Fund Benefit Limited, which is part of the Incan Group of Companies. The court held that the petition is maintainable against M/s. Incan Mutual Fund Benefit Limited and not against the group as a whole. The petitioners' counsel dropped the prayer for relief against M/s. Incan Group of Companies.

4. Implementation of Company Law Board's Orders:
The opposite-party No. 2 contended that the petition should not be maintained as proceedings under Section 186 of the Companies Act were pending before the CLB. The court held that Section 186 does not bar a petition under Section 434 of the Act. The CLB's orders for repayment were not implemented, and the company failed to recover loans from its sister concerns. The court emphasized that the winding-up proceedings are necessary to protect the creditors' interests.

5. Allegations of Mismanagement and Misappropriation of Funds:
The court noted that the company mismanaged funds and transferred large sums to its sister concerns without recovering them. The company failed to pay even small amounts to creditors and misled investors with false assurances. The court concluded that the company and its directors are responsible for the mismanagement and financial crunch faced by the company.

6. Inquiry by the Central Bureau of Investigation (CBI):
The court observed that the case involves cheating and misappropriation of public funds. The court directed the CBI to register a case and investigate the matter to determine the extent of misappropriation and the involvement of the company's directors.

Conclusion:
The court allowed the petitions and ordered the winding up of M/s. Incan Mutual Fund Benefit Limited under Section 433(e) of the Companies Act. The Official Liquidator was directed to take charge of the company's assets and submit a repayment plan. The court also directed the CBI to investigate the alleged misappropriation of funds by the company's directors.

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