9911796707
TMI Blog2000 (7) TMI 903X X X X Extracts X X X X X X X X Extracts X X X X ..... e dated 10-7-1997, given by the appellants, not paid their dues and was therefore, liable to be wound up under section 433, read with section 434 of the Companies Act, 1956 ( the Act ). The appellant s case was that the respondent-company was incorporated on 27-9-1988, for the business of manufacturing of cables and other items. The appellants had advanced the disputed amounts to the company on which interest was to be paid. The company paid interest till 31-3-1990. However, thereafter it did not pay interest, nor did it return the amounts which were outstanding as loan as per the balance-sheet of the company. The appellants, therefore, issued the statutory notice contemplated by section 434(1)( a ), requiring the company to pay the dues ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the change in the management of the company. When the management was so taken over in 1993, according to the company, it was mutually agreed between all concerned including the outgoing directors that the new management would be liable only for the dues of the GSFC and the sales tax dues while other credit balances shall be adjusted against the loss of the company. Such understanding was reflected in the writing executed by the managing director and two other directors as per annexure F to the affidavit-in-reply. It is the case of the respon- dent-company that all the appellants were related persons and that is why the aforesaid arrangement was reached. It was also contended that the appellants had not produced any material in support of th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y, in which it was stated that the at time of the change in the management of the company, it was agreed and understood by all concerned including the outgoing directors that the respondent-company under the new management will be liable to clear only the GSFC and sales tax dues and in consideration of their undertaking to clear such dues, the company under the new management will no longer be responsible for the dues of the erstwhile management. In the background of the aforesaid controversy, the learned company judge took note of the fact that the amounts in question are said to be due, since way back in 1993, but nothing was done prior to the issuance of the notices on 10-7-1997, and observed that the submission of the respondent as re ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r could have the outgoing director, who had not even signed the alleged agreement, agreed to any such arrangement without the concurrence of the appellants. The learned counsel submitted that the dues of the third parties cannot be got so adjusted by the outgoing directors and the arrangement was not at all binding on the appellants and could never be relied upon by the company. It was submitted that since the dues of the appellants cannot be so legally adjusted towards losses of the company, the affidavits of the two outgoing directors in support of this stand taken up by the company were of no consequence. There can be no dispute about the proposition that the dues of third parties cannot be got adjusted without their concurrence, towar ..... X X X X Extracts X X X X X X X X Extracts X X X X
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