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Issues:
Winding up petition under section 433(c) and 433(f) read with section 439(1)(c) of the Companies Act based on alleged non-commencement of business, loss of substratum, and default in payment. Analysis: 1. The petitioner filed a winding up petition against the respondent-company, claiming that it invested in the company based on projected profitability but faced issues such as cancellation of plot allotment in NOIDA and non-completion of the factory. The petitioner alleged that the respondent failed to commence its business within a year of incorporation, leading to a loss of substratum as per Companies Act sections 433(c) and (f). An independent Chartered Accountant's inspection supported these claims. 2. The respondent, in its reply, argued that the petitioner, a director in both companies, failed to pay the promised investment amount, leading to defaults. The respondent claimed to have initiated business activities within a year by applying for a plot in NOIDA, despite its cancellation by NOIDA authorities. Legal challenges were ongoing, and efforts were being made to secure the plot. The respondent contended that the petitioner's claims were influenced by internal disputes and that the company was making efforts to sustain itself. 3. The Court noted the inter se dispute between the directors regarding profitability and investment obligations, stating that these disputes were not suitable for resolution in a winding-up petition. The respondent's efforts to secure the plot and sustain the business were acknowledged, supported by an interim order from the Allahabad High Court. The Court found the respondent's responses satisfactory, dismissing the petition but ensuring the petitioner's rights as a shareholder would be respected. 4. The judgment concluded by dismissing the petition due to the reasons mentioned earlier. The respondent agreed to provide the petitioner with the company's financial documents and annual report as required by the petitioner's rights as a shareholder. The Court emphasized that if the petitioner continued as a director, his rights in that capacity would also be respected by the respondent, despite initial claims of resignation. The petition was officially dismissed with these observations.
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