9911796707
TMI Blog2018 (11) TMI 196X X X X Extracts X X X X X X X X Extracts X X X X ..... thereof no grounds are made out for this court to pass a winding up order against the respondent company. The substratum of the company has not gone. The company is making a profit. The petition is without merit. - CO.PET. 407/2012, CA 419/2013, 922/2014, 255-256/2015, 823/2017 - - - Dated:- 5-10-2018 - MR. JAYANT NATH J. Petitioner Through: Mr. Anil Kumar Aggarwal, Advocate. Respondent Through: Mr. Rajesh Agrawal, Advocate. JAYANT NATH, J.(ORAL) 1. This petition is filed under Sections 433(c) of the Companies Act, 1956 seeking winding up of the respondent - Company. 2. The case of the petitioner is that the respondent Company was incorporated on 02.09.2005 but even after the expiry of seven years, the Company has ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... learned counsel for the parties. 8. Learned counsel for the petitioner submits that the main object of the Company was running of electronic business, which has completely failed since inception. The Company has not done any business. As the objects for which the company was incorporated are not being achieved, namely, to carry on business of servicing and electronics etc, it is pleaded that company is liable to be wound up. The only income of the company is rental income, which is received from the lease of the agricultural land situated at District Faridabad, Haryana. Learned counsel has relied upon the judgments of the Division Bench of the Calcutta High Court in Kumarapuram Gopal Krishnan Ananthakrishnan versus Burdwan-Cutwa Railw ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... if the company does not commence its business within a year from its incorporation, or suspends its business for a whole year. .... 11. I may deal with the contention of learned counsel for the petitioner that the respondent company is unable to fulfil the objects for which it was incorporated. The main objects of the company for which the company was incorporated is stated in Clause III (A) of the Memorandum of Association of the company, which read as follows:- (1) To carry on the business of servicing, repair, maintenance, marketing, trade, install or otherwise deal in all kinds, descriptions and form of machines, transistors, transformers, receivers, conductors, magnetic materials, microwave components, video games, tapes, disc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ervices, call centres, medical transcription services, back office service, data processing, internet services, maintenance, support service, enter into any collaboration, after sales and other technical services, to carry on business as marketing consultants and technical consultants both in domestic global marketing. (B) THE OBJECTS INCIDENTAL OR ANCILIARY TO THE ATTAINMENT OF THE MAIN OBJECTS ARE:- 1. To acquire by purchase, lease, exchange or otherwise any movable or immovable property and any rights or privileges which the company may deem necessary or convenient for the purpose of its main business. 2. To enter into partnership or into any arrangement for sharing profits, union of interest, join venture, reciproca ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... winding up being a death sentence of a juristic person should be made in a rarest of the rare cases, and discretion to wind up should not be exercised when there is any slight hope of revival of the company. Where the petitioner has a collateral purpose in filing a petition, for example, to obtain possession of land by way of summary proceedings before company court without waiting for a decree from the appropriate civil court, the company court will refuse to pass winding up order. East India Wires Ltd. Re, (2003) 56 CLA (Snr) 9: (2003) 2 Cal LT 634 (Cal). 14. Reference may also be had to the judgment of this court in Jumbo Chemicals And Allied Industries Pvt. Ltd. v. Arjun Industries Ltd. 210 (2014) DLT 726 , where the court s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... peared. 15. Hence, winding up is a discretionary relief and cannot be used for a collateral purpose. In case the petitioner has a grievance of mismanagement or oppression of minority share holders he has a remedy to approach NCLT under the appropriate provisions of law. 16. The learned counsel for the petitioner has relied upon the judgment of the Division Bench of the Calcutta High Court in Kumarapuram Gopal Krishnan Ananthakrishnan(supra). I may look at the said judgment of the Calcutta High Court. In that case, the court was dealing with a winding up petition filed by the Registrar of the Companies. The Court had held as under:- 58. Even if it is accepted that the company is entitled to carry on only other railway busine ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
