2014 (6) TMI 1088 - HC - Companies Law

Entitlement to receive rents from the building which fell to his share and which is under occupation of the respondent-company - Dispute over repayment of monies advanced to a private limited company by petitioners - Allegations of mismanagement manipulation of accounts and unjust enrichment by the respondent company - HELD THAT - There are no admission of debt on the part of the respondent. On the contrary there is a clear denial of the debt. The learned counsel for the petitioners submitted that in the said para there is an admission that the property standing in the joint names of the wives of the petitioner and his brother i.e. the present Managing Director was sold to discharge the liability of the Bank and for getting the documents released. It is not the pleaded case of the petitioners that for nonpayment of the value of the share in the joint property that these Company Petitions are filed. Therefore the said averment has no relevance. Section 433 of the Companies Act 1956 envisages a remedy for the creditor of seeking dissolution of the company which is unable to pay its debts. In a long line of cases it has been held that the jurisdiction under this provision shall not be invoked for enforcing payment of a disputed debt - On the facts of the case there are serious disputes between the two brothers who were the Directors of the respondent-company. If a company raises a bonafide dispute with regard to the claim of its creditor the Company Court will not adjudicate such disputed claim. The fact that MoU dated 25-11-2012 entered between the parties did not refer to any of the alleged liabilities of the respondent itself would prima facie show that the dispute is bonafide. The pleadings and the material on record would clinchingly establish that the dispute raised by the respondent is bona fide one and not a mere cloak or moonshine to evade payment of debt. Therefore the appropriate remedy for the petitioners is to avail common law remedies for recovery of the alleged debts due to them. Both the Company Petitions are dismissed however with liberty to the petitioners to avail appropriate remedies for recovery of the alleged debts.

Summary

Issues:
1. Dispute over repayment of monies advanced to a private limited company by petitioners.
2. Allegations of mismanagement, manipulation of accounts, and unjust enrichment by the respondent company.
3. Interpretation of a Memorandum of Understanding (MoU) between the parties.
4. Claim of debts and rents by the petitioners against the respondent company.
5. Invocation of Section 433 of the Companies Act, 1956 for winding up the company due to nonpayment of debts.

Detailed Analysis:
1. The petitioners, who are natural brothers and a wife of one of the brothers, advanced monies to the respondent company and sought repayment, alleging nonpayment of debts. The respondent disputed these claims, asserting that the debts were not valid and were part of a family settlement. The respondent also accused the petitioner of mismanagement and manipulating accounts to show false debts owed by the company.

2. The respondent contended that disputes over business and properties were settled through an arbitration agreement and a subsequent MoU, which did not mention the alleged advances by the petitioners. The respondent claimed that the property was sold to discharge bank liabilities, and there was no acknowledgment of the debts in the settlement. The respondent argued that the petitioners' claims were fabricated and not genuine.

3. The court examined the MoU dated 25-11-2012 and noted that it did not refer to the alleged liabilities of the respondent company, indicating a bona fide dispute between the parties. Citing legal precedents, the court emphasized that the Companies Act does not allow winding up for disputed debts. The court found that the dispute raised by the respondent was genuine and advised the petitioners to seek common law remedies for debt recovery instead of winding up the company.

4. The petitioners' claims of advancing monies and entitlement to rents were contested by the respondent, who argued that adjustments could be made for liabilities owed by the petitioners. The court analyzed the statements of accounts and submissions from both parties to determine the validity of the claims and found discrepancies and lack of clear admission of debt by the respondent.

5. Ultimately, the court dismissed both Company Petitions, granting the petitioners the liberty to pursue appropriate legal remedies for recovering the alleged debts, as the disputes over the debts were considered genuine and not suitable for invoking Section 433 of the Companies Act, 1956 for winding up the company.