2010 (1) TMI 569 - HC - Companies Law

Stay of the winding up proceedings - Held that - The Company (in liquidation) was ordered to be wound up in the year 1983 and the present application has been filed after a period of about 25 years which itself shows that this application has been filed only to block the sale of the land of the Company(in liquidation). The necessity to sell the land is that the claims of the persons against the Company (in liquidation) have to be satisfied along with the interest which has yet not been paid. The applicant has also not been able to make out as per the Audited Balance Sheets filed by him before the Registrar of Companies for the years 2007 to 2009 that he has invested in the Company (in liquidation). Thus the applicant has not made out a case for stay of the winding up proceedings of the Company (in liquidation) under section 466 of the Act of 1956.

Issues Involved:
1. Permanent stay of liquidation proceedings under Section 466 of the Companies Act, 1956.
2. Compliance with rules 147, 148, 149, 159, 163, and 167 of the Companies (Court) Rules, 1959.
3. Ascertainment and settlement of creditors' claims.
4. Validity of the applicant's interest and shareholding in the company (in liquidation).
5. Bona fide intentions of the applicant regarding the revival of the company.
6. Allegations of proxy litigation and mala fide intentions.

Detailed Analysis:

1. Permanent Stay of Liquidation Proceedings:
The applicant, Podar Finance Private Limited, sought a permanent stay of the liquidation proceedings of Jaipur Spinning and Weaving Mills Limited under Section 466 of the Companies Act, 1956. The Court analyzed whether the applicant met the legal requirements for such a stay, including the bona fide nature of the application, the presence of a concrete revival plan, and compliance with statutory duties by the ex-directors. The Court concluded that the applicant failed to satisfy these requirements, particularly noting the lack of a revival scheme and the absence of evidence of substantial shareholding.

2. Compliance with Rules of 1959:
The applicant claimed non-compliance by the Official Liquidator with rules 147, 148, 149, 159, 163, and 167 of the Companies (Court) Rules, 1959. The Court found that the Official Liquidator had complied with these rules by inviting claims from creditors through wide publication and by considering and settling these claims as per the rules. The Court noted that payments had been made to workers and creditors without interest, and the claims were processed as per the established procedures.

3. Ascertainment and Settlement of Creditors' Claims:
The applicant argued that the Official Liquidator did not properly ascertain and settle the claims of creditors. The Court observed that the claims were invited, received, and adjudicated by the Official Liquidator. Payments were made to creditors and workers, and the remaining claims were settled in accordance with the rules. The Court found no merit in the applicant's allegations of non-compliance in this regard.

4. Validity of the Applicant's Interest and Shareholding:
The applicant claimed to hold 1,63,550 equity shares of the company (in liquidation), constituting approximately 65% of its share capital. The Court found no documentary evidence supporting this claim. The Official Liquidator produced balance sheets from the Registrar of Companies showing no such investment by the applicant. The Court concluded that the applicant's claim of substantial shareholding was either false or unproven, undermining the basis for the application.

5. Bona Fide Intentions of the Applicant:
The Court evaluated the applicant's intentions regarding the revival of the company. The applicant explicitly stated that it did not seek revival under Section 391 of the Companies Act, 1956, but rather aimed to pay off creditors as per the settled list. The Court noted the absence of any concrete revival plan or scheme and previous failures to submit such plans when directed. This lack of bona fide intention further weakened the applicant's case for a stay of liquidation proceedings.

6. Allegations of Proxy Litigation and Mala Fide Intentions:
The Official Liquidator alleged that the application was a proxy litigation with mala fide intentions, aimed at obstructing the liquidation process. The Court observed that similar applications had been filed previously by ex-directors or other interested parties whenever efforts were made to sell the company's assets. The Court found that the current application appeared to be another attempt to block the sale of assets without genuine intention to revive the company, thus supporting the allegations of mala fide intentions.

Conclusion:
The Court, after considering all the facts, submissions, and legal precedents, dismissed the application for a permanent stay of liquidation proceedings. The Court found that the applicant failed to meet the legal requirements for such a stay, did not provide sufficient evidence of substantial shareholding, and lacked bona fide intentions for the company's revival. The application was dismissed with costs to be recovered from the funds of the applicant company.

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