2013 (6) TMI 63

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..... ned Company Judge had also heard Prasar Bharti, though not a party, notice was issued to Prasar Bharti also. The counsels have been heard. 2. The appellant Company sought its voluntary winding up, pleading that it was engaged in the business inter alia of telecasting T.V. Serials/Programms and had entered into an agreement with Prasar Bharti; that it suffered net loss of Rs. 41,90,576/-; that disputes also arose with Prasar Bharti which are subject matter of arbitration; that since 11th March, 1999 no business had been done; that in the circumstances the Directors of the appellant Company in the meeting held on 5th September, 2006 resolved for winding up of the appellant Company; that an Extraordinary General Meeting of the shareholders wa .....

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..... of the appellant Company to, notwithstanding winding up, continue to contest the arbitration proceedings and not to leave the same to the Official Liquidator. The appellant Company has also offered to, if permitted to be wound up, give up the counter claim against Prasar Bharti in the said arbitration. Affidavits of the only eight shareholders of the appellant Company in support of the appeal have also been filed. It is also contended that there is no prospect of the appellant Company in doing any other business. It is also argued that once the procedure prescribed in law for voluntary winding up has been fulfilled, the Court should not come in the way. Reliance is placed on Surendra Kumar Pareek v. Shree Guru Nanak Oils (P.) Ltd. [1995] 82 .....

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..... y of the facts aforesaid we are suspicious of the motives of the appellant Company in seeking its winding up when there does not appear to be an apparent reason therefor. The possibility of the appellant Company seeking winding up for other oblique reasons which are not visible to this Court and of the management of the appellant Company seeking the winding up to remove a blemish from their own record and which may be coming in the way of their other ventures, cannot be ruled out. 8. We, in these circumstances, do not deem it appropriate to interfere with the discretion exercised by the learned Company Judge, for valid reasons, for refusing to wind up the appellant Company. The counsel for the Prasar Bharti has also opposed the claim for w .....

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