9911796707
TMI Blog1995 (12) TMI 289X X X X Extracts X X X X X X X X Extracts X X X X ..... of Rs. 100 each and the amount of paid-up capital is Rs. 5,75,000 which is the value of 5,750 shares. Prior to the formation of the company there was a partnership firm under the same name of 21st Century Constructions. By subsequent retirement deeds many partners retired and as a consequence of the last retirement deed which was executed on March 31, 1987, Mr. E. Pratap Reddy, Mr. B. V. Satya Sai Prasad, and the petitioner retired from the firm and all the assets and liabilities of the firm vested in the respondent-company, which possessed valuable assets in the form of immovable property in Hyderabad. It was agreed in the retirement deed that the equity in the respondent-company would be allotted in favour of the petitioner-company, Mr. E ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... l lack of probity and fairness in the conduct of the business of the company, it is proposing to move the Company Law Board under sections 397 and 398 of the Act. Accordingly, the petitioner seeks winding up of the respondent company on the just and equitable ground. Notice before admission was ordered by this court. The respondent has filed a counter stating that the petitioner does not hold any shares in the company and, hence, has no locus standi to file this petition. It has also denied the allegations made in the petition regarding the rotation of the retirement of the directors. It is further stated that some disputes arose and on compromise at the instance of well-wishers it was agreed that the petitioner-company will transfer it ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... der and, hence, has no locus standi to move under section 433( f ) of the Act, and ( ii ) that there is alternative remedy available under sections 397 and 235 for investigation by the Central Government. Regarding the first contention, the parties are at issue regarding the shareholding. While it is the case of the petitioner that it is still holding 5,730 shares, the respondent-company says that the petitioner has transferred all its shares for Rs. 9,00,000. The question whether the petitioner holds 5,730 shares or for that matter any shares at all in the respondent-company cannot be decided unless full enquiry is made. For this reason, the first objection fails. But, the respondent has to succeed on the second objection. The responde ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rm to a solvent company even if the company succeeds ultimately. The next decision is Jose J. Kadavil v. Malabar Industrial Co. Ltd. [1986] 59 Comp Cas 969 (Ker). There it was held that the court can refuse to make an order of winding up, if it is of opinion that some other remedy is available to the petitioners and that they are acting unreasonably in seeking to have the company wound up instead of pursuing the other remedy. The court, while interpreting section 433( f ) of the Act, held that there is no restriction or limitation to the effect that an order under section 443, sub-section (2), can be made only after taking evidence at the time of the enquiry or at the conclusion of the enquiry. As against these authorities, Mr. S. Rav ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
