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TMI Blog1984 (11) TMI 283X X X X Extracts X X X X X X X X Extracts X X X X ..... ny"), on the ground that the company has not been carrying on business for more than a whole year and has lost its substratum. The company was incorporated in the Union Territory of Delhi on July 21, 1969, and, subsequently, it changed its registered office from the Union Territory of Delhi to the State of Rajasthan. The main object with which the company was incorporated was to acquire and take over the existing agricultural and horticultural activities carried on by the Jaipur Udyog Ltd. and to carry on business of farming, horticulture, floriculture, sericulture, etc . The company is a wholly owned subsidiary of M/s. Jaipur Udyog Limited. It has three agricultural farms at Delhi, Sawai Madhopur and Jodhpur. In the petition it has been ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... holding company of the petitioner and M/s. Jaipur Udyog Ltd. nominates the directors of the company. Formerly, Shri A.P. Jain, Shri O.P. Kapoor and one Shri Rajeshwar Patel were the directors of the company. But since December 4, 1976, no meeting of the board of directors of the company was held because the then directors did not convene any meeting for preparing and laying the balance-sheet and profit and loss account. Subsequently, M/s. Jaipur Udyog Limited moved a petition under section 186 of the Act before the Company Law Board on or about February 14, 1979, whereby it was prayed that an ordinary meeting of the company should be immediately convened for the purpose of electing new directors of the company and on the said application, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... January 17, 1983 ( sic ) . In the said reply, it has also been stated that the balance-sheets and profit and loss accounts that had been filed by the company for the years ending June 30, 1980, and June 30, 1981, and June 30, 1982, show that the company has been carrying on business regularly and that it is incorrect to state that the substratum is lost within the meaning of section 433( c ) and ( f ) of the Act. A rejoinder to the aforesaid reply has been filed on behalf of the petitioner. In the said rejoinder, it has been asserted that the balance-sheets and profit and loss accounts that have been submitted by the company for the years 1976-77 to 1980-81 show that the company has not done any business worth the name and that the man ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... so pointed out that the losses of the company have been mounting from year to year and has submitted that taking into consideration the aforesaid facts and circumstances as disclosed in the balance-sheets and in the profit and loss accounts, it can be said that the substratum of the company has gone and further that the company has not been doing any business for the past many years and, therefore, it is a fit case in which the company should be wound up both on the ground that it has suspended its business for more than one year and also on the ground that it is just and equitable that the company should be wound up. Shri Bhandari, learned counsel for the company, on the other hand, has submitted that mere failure on the part of the comp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pur Udyog Ltd. (the holding company), 8 directors are the nominees of the State Government and Government financial institutions and that the chairman of the said company is the secretary to the Industries Department of the Government of Rajasthan and the managing director is also a senior I.A.S. officer and that they are in direct charge of the management of the affairs of the company through their nominee directors. Shri Bhandari has, therefore, submitted that this is not a fit case in which it can be said that it would be just and equitable that the company should be wound up. As noticed earlier, this petition has been moved under clauses ( c ) and ( f ) of section 433 of the Act. Clause ( c ) of section 433 of the Act provides for th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... company had earned income by sale of produce from those farms. In this context, one cannot lose sight of the fact that the previous management of the company was not taking any interest in the affairs of the company and the new management took charge of the company only in 1981. In the circumstances, it is not possible to hold that the company has suspended its business for a period exceeding one year and that the company should be wound up under clause ( c ) of section 433 of the Act. The other ground on the basis of which the petitioner has sought the winding up of the company is under clause ( f ) of section 433 of the Act namely, that it is just and equitable that the company should be wound up and the reason why it is said so is tha ..... X X X X Extracts X X X X X X X X Extracts X X X X
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