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TMI Blog2002 (7) TMI 582X X X X Extracts X X X X X X X X Extracts X X X X ..... ing up of the company. Allegation was that Managing Director and Joint Managing Director are not interested in the progress of the company. Large amounts of debts due to secured creditors like Kerala Financial Corporation, SIDCO, UCO Bank are remaining unpaid. UCO Bank has filed a suit. When KFC and SIDCO initiated coercive action, the company approached the High Court for selling some of the landed property and four cents of land was sold to discharge part of the debt. The company is constructing a multi-storeyed building complex to generate funds by selling and leasing out shops. Vasthukala Constructions was entrusted with the task of constructing the building. Even though ground floor and first floor was completed, amounts due to them ha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pany that the first and second petitioners negotiated with certain prospective purchasers of shoprooms in the newly constructed building and the 2nd petitioner as Chairman agreed to sell shoproom No. 8 to one A.L. Sreenivasan for a price of Rs. 10 lakhs and received an advance of Rs. 3 lakhs. Thereafter, a sale deed was executed by the 1st petitioner as Director of the company in favour of Shri A.L. Sreenivasan for a consideration of Rs. one lakh only and thereby misappropriated Rs. nine lakhs belonging to the company. Another agreement was executed for the sale of another shoproom with one Janardanan Achari for a price of Rs. 24,87,100 and an amount of Rs. 18 lakhs was collected as advance. The agreement was executed by the 1st petitioner ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t respondent against the petitioners in C.P. No. 24/2001, I do not think that it would be proper to pass any order for winding up of the company at this stage when those matters are pending consideration before the Company Law Board. It was further pointed out that after the filing of C.P. No. 24/2001, the same counsel filed C.P. No. 38/2001 for an alleged creditor of the company. The petitioners in C.P. No. 24/2001, being shareholders of the company, were bound to protect the interests of the company and in fact they had joined with the petitioner in C.P. No. 38/2001 and filed a petition for winding up of the company. All the above circumstances would clearly indicate that the petitions for winding up of the company has been filed with ult ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... le grounds. Interest of the company is of paramount importance. Interests of creditors, employees, shareholders etc. are to be considered. There must be strong grounds for liquidating a company as it is the last resort to be adopted. Mere allegation will not constitute just and equitable grounds for winding up. Availability of other remedies, pendency of case before the Company Law Board where petitioner s alleged act of misappropriation of the issues, are all matters considered by the Company Court while dismissing the petition for winding up. In this connection, we refer to the judgment of Apex Court in Madhusudan Gordhandas Co. v. Madhu Woollen Industries (P.) Ltd. [1972] 42 Comp. Cas. 125. Winding up can be resorted to as last res ..... X X X X Extracts X X X X X X X X Extracts X X X X
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