9911796707
TMI Blog2013 (7) TMI 1239X X X X Extracts X X X X X X X X Extracts X X X X ..... intervention in winding-up proceedings along with an application u/s. 536(2) of the Companies Act, 1956 seeking permission for validation of purchase of shares of the Company. It has been alleged by the applicant Rajendra Pratap Singh that he is one of the Director in the Company (M/s. Channel 99 Media Network Pvt. Ltd.) and holds 2,500 equity shares and as per Sec. 41 of the Companies Act, he is a member of company and since affairs of the company are not being conducted in accordance with Article of Association, he is entitled to see that the company complies with the provisions of the relevant laws and does not commit offence or illegal acts and conducts its business in accordance with the provisions of the Act, the Memorandum and Article of Association. It has also been alleged that the applicant has never received any information regarding holding of the Board meetings and the Company has also defaulted in filing annual returns since its incorporation (year 2008) and he has gathered information that another Director Mr. Subhash Sharma has entered into am MoU with one Anil Lodha for raising funds and for transfer of company's share to him and he has been kept in dark and ac ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 1) of the Companies Act that right of the creditors/contributories to appear and be heard before or after winding-up and once that right has been recognized by law the applicant is entitled to participate in the instant proceedings, denial thereof may certainly prejudice the rights of the applicant. While opposing the application, counsel for Official Liquidator Mr. Amod Kasliwal and Mr. B.S. Chhaba, counsel for Company and counsel of the unsecured creditors jointly submits that the applicant has no locus-standi to participate in the instant proceedings initiated on an application filed by M/s. Bhoomika Media Initiative Pvt. Ltd., who are propounders of the scheme, u/s. 536(2) of the Companies Act r/w R.9 of the of the Companies (Court) Rules seeking validation of purchase of shares after passing of the winding-up order and it is to be examined by this court as to whether the permission for validation of purchase of shares, as proposed by M/s. Bhoomika Media Initiative Pvt. Ltd. as propounder, deserves acceptance. However, the instant application filed by the applicant is not in regard to participate in the winding-up proceedings and these being independent proceedings u/s. 536(2 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... any of the company's affairs & activities and was neither a signatory for the Company accounts and never received any dividend or salary whatsoever and further informed that he has sent his resignation dt.19th November, 2011 to the Company. It is relevant to record that the letter sent by applicant's counsel, on his instructions, dt.15th February, 2013 enclosing the resignation submitted by the applicant dt.19th November, 2011 from the Directorship of the Company with immediate effect, is not disputed by the applicant's counsel. Counsel further submits that in these facts and circumstances the motive of the applicants appears to be very clear and he does not wish that propounder of scheme may come forward to bail out the Company from liquidation in the pending winding-up proceedings for providing financial assistance so as to prevent the Company from being wound up and to revive and continue the operation of the Company and he is, therefore, neither a necessary nor a proper party in the instant proceedings and the application seeking permission for impleadment deserves to be rejected. I have heard counsel for the parties and also perused the material placed on record. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... under and Company in liquidation to revive and continue the operation of the company in liquidation and to salvage the position of the Company and simultaneously filed application u/s. 536(2) of the Companies Act seeking validation of purchase of shares. After the application and all documents were made available to the Official Liquidator, this court called upon the Official Liquidator to file status report vide order dt.31st May, 2013 and directed the Official Liquidator to examine the scheme submitted by the propounder seeking validation of purchase of share of the Company in liquidation. Status report has been submitted by the Official Liquidator before this court, however, this being not the subject matter for consideration, it will not be appropriate to give any comment at this stage. The instant application has been filed by the so-called alleged Director of the Company in liquidation for his participation in the revival proceedings filed at the behest of the propounder of the scheme- M/s. Bhoomika Media Initiative Pvt. Ltd. after entering into the share purchase agreement with the Company in liquidation and seeking permission of this court u/s. 536(2) of the Companies Act ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rs that the applicant never remained interested as to salvage the Company from the clutches of winding-up and apart from that it is admitted case of the applicant that he has resigned from the Directorship of the Company on 19th November, 2011 and under his instructions, his counsel also informed the Company in liquidation and Official Liquidator vide his communication dt.15th February, 2013 that he has resigned from the Company from 19th November, 2011 and he was never involved in any of the affairs of company's activities and was never a signatory at any stage to the Company and never received any dividend or salary whatsoever. It further reveals that the applicant who appears to be very keen at this stage was never remained interest in the winding up proceedings at any stage but after the Company Application No.15/2013 has been filed making efforts by the propounder of the scheme for revival of the Company in liquidation. The applicant intends to participate in the revival proceedings seeking validation of purchase of shares of Company in liquidation u/s. 536(2) of the Companies Act for intervention in the revival proceedings for which the applicant is neither a necessary no ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
