2018 (1) TMI 874 - HC - Companies Law

Winding up petition - quantification of debt - Held that - The debt in the present case is undisputed. Only dispute is of quantification. Keeping in view the undisputed facts that there are confirmed dues payable to the petitioner company I admit the present petition. The Official Liquidator attached to this court is appointed as the Provisional Liquidator. He is directed to take over all the assets, books of accounts and records of the respondent-company forthwith. The citations be published in the Delhi editions of the newspapers Statesman (English) and Veer Arjun (Hindi), as well as in the Delhi Gazette, at least 14 days prior to the next date of hearing. The cost of publication is to be borne by the petitioner who shall deposit a sum ₹ 75,000/- with the Official Liquidator within 2 weeks, subject to any further amounts that may be called for by the liquidator for this purpose, if required. The Official Liquidator to take all further steps that may be necessary in this regard to protect the premises and assets of the respondent-company.

Summary

Issues:
- Winding up petition under section 433(1)(e) of the Companies Act, 1956
- Dispute over outstanding amount between petitioner and respondent
- Contempt of court allegations against respondent's Director
- Dispute among different shareholder groups of the respondent company
- Asset distribution and winding up proceedings

Winding Up Petition:
The petitioner filed a winding up petition seeking payment of an undisputed amount from the respondent company. The respondent disputed the liability regarding the amount payable in Indian Rupees, claiming a disagreement on the conversion rate. The court noted the dispute but emphasized the respondent's failure to clear dues despite previous opportunities.

Contempt of Court Allegations:
The court highlighted a previous order where the respondent's Director was accused of acting dishonestly to evade payment. Despite an undertaking to pay a specific amount, a reference under the Sick Industrial Companies Act was made just before the deadline, leading to a prima facie finding of contempt. However, the Director was given a chance to deposit the amount, which was eventually done.

Dispute Among Shareholder Groups:
Various shareholder groups within the respondent company were in disagreement over the winding up process. Some groups, holding a majority share, advocated for winding up and asset distribution to repay creditors. The court noted the conflicting interests among these groups, with some asserting that the minority shareholder group did not represent the company effectively.

Asset Distribution and Winding Up:
Considering the undisputed debt owed by the respondent, the court admitted the winding up petition. The Official Liquidator was appointed as the Provisional Liquidator to take over assets, books of accounts, and records. Citations were ordered to be published in newspapers and the Gazette, with costs borne by the petitioner. The Official Liquidator was tasked with preparing an inventory of assets, seeking police help if necessary, and ensuring the protection of the respondent company's premises and assets.

Conclusion:
The judgment admitted the winding up petition due to the undisputed debt, appointed a Provisional Liquidator, and outlined steps for asset distribution and winding up proceedings. The court addressed the dispute over the outstanding amount, contempt allegations against the Director, internal disputes among shareholder groups, and the process for winding up the respondent company effectively.