2003 (6) TMI 396 - HC - Companies Law

Issues Involved:
1. Winding up of St. Mary's Finance Ltd.
2. Scheme of compromise under Section 391(1) of the Companies Act, 1956.
3. Misappropriation and diversion of funds.
4. Non-compliance with court orders.
5. Forged and fabricated documents.
6. Recovery of company records and books of account.
7. Genuineness of debtor and creditor claims.
8. Jurisdiction of the company court in bail matters.
9. Cancellation of bail of the accused directors.

Detailed Analysis:

1. Winding up of St. Mary's Finance Ltd.:
St. Mary's Finance Ltd., a Nidhi company, collected nearly Rs. 18 crores from thousands of depositors but failed to repay. Consequently, a creditor filed for the company's winding up. The court formulated a scheme to run the business without accepting fresh deposits and appointed a provisional liquidator to avoid hardship to depositors. The company's appeals against this order were dismissed.

2. Scheme of compromise under Section 391(1) of the Companies Act, 1956:
The company proposed a scheme of compromise which was rejected by the court as it was against the interests of the depositors. The court's scheme was continuously defeated by the company, especially through the actions of its managing director.

3. Misappropriation and diversion of funds:
The company unlawfully diverted Rs. 7.67 crores to a sister company, violating legal provisions and RBI orders. The managing director and directors misappropriated funds, leading to forged and fabricated entries in the company's registers.

4. Non-compliance with court orders:
Despite repeated court directions, the company failed to furnish genuine registers, books of account, and securities. The company produced forged documents and violated court orders by discharging liabilities selectively.

5. Forged and fabricated documents:
The company's registers were found to be forged and fabricated, with false entries and misappropriated amounts. This made it difficult for the court to adjudicate claims properly and fairly.

6. Recovery of company records and books of account:
The official liquidator faced challenges in recovering genuine registers and books of account. The court authorized the Crime Branch Police to register a case and recover the documents. Despite efforts, the police could not recover the records.

7. Genuineness of debtor and creditor claims:
The official liquidator doubted the genuineness of claims due to the absence of proper registers. There was a risk of bogus claims being created by the directors, further complicating the winding-up process.

8. Jurisdiction of the company court in bail matters:
The court asserted its jurisdiction to transfer all matters, including bail matters, related to St. Mary's Finance Ltd. to the company court under Section 446 of the Companies Act. This was necessary to prevent the proceedings from becoming a mockery.

9. Cancellation of bail of the accused directors:
The court found it imperative to cancel the bail of the directors (accused Nos. 1 to 4) due to their non-compliance with court orders and the risk of further forgery and bogus claims. The bail of accused Nos. 5 and 6 was not canceled, but they were required to execute a bond for their appearance before the investigating officer.

Conclusion:
The court ordered the cancellation of bail for accused Nos. 1 to 4, directing their arrest and judicial custody to ensure compliance with court orders and protect the interests of the depositors. The court emphasized the need for deterrent measures to maintain public confidence in the judicial system.

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