JUDGMENT
P.K. Deb, J.
1. The petitioners in this case are the share holders of O.P. No. 1- Company, namely, Steel City Comto Aids Private Ltd.
2. The aforementioned Company was incorporated with an authorised capital of Rs. 10.00 lacs which was divided into 10.000 equity shares of Rs. 100A each. The registered office of the Company is at Adityapur, Jamshedpur. The Promoter Directors were Shri G.P. Agrawal having 10 shares, Smt. Veena Agarwal having 10 shares and petitioner No. 1 T.B. Bugli having 10 shares with 30 shares of 100 each. The Promoter directors invested money including the aforesaid Rs. 3,000/- in the following manner:
(1) Shri G. P. Agrawal Rs. 73,017.16
(2) Smt. Veena Agrawal Rs. 54,407.88
(3) Shri T.B. Bugli Rs. 2,70,409.55
(petitioner No. 1)
(4) Smt. M.T. Bugli Rs. 2.17.802.00
(Petitioner No. 2)
Total Rs. 6.15.636.59
3. At that time petitioner No. 2 was a minor. But for running the Company and its works a loan was taken from the B.S.F.C. (O.P. No. 2) which was to be repaid by Company to the tune of Rs. 27,06,844,00 in the year 1987. It is stated that the production of the Company started from the later half of 1986, It was doing business of different types which were described in details in para 9 of the petition.
4. It is the case of the petitioners that sometime in November, 1987 petitioner No. 1 was net with a serious motor accident and practically he was physically disabled and then the trouble started in the Company due to the manipulation of the promoter Director Sri G.P. Agrawal.
5. On attainment of majority, petitioner No. 2 M.T. Bugli was appointed as an Additional Director on 1.11.1988. But as his appointment was not according to the procedure, the same was rejected in annual general meeting and on 30.6.1988 he ceased to be a Director after May, 1990. Mr. G.P. Agrawal then without having any proper information to the petitioner No. 1 was making/calling meetings and he had also sacked the statutory auditors of the Company M/s Jha & Associates and appointed M/s S. Dhar & Company as Chartered Accountant of the Company to exploit his own ill evils in the company affairs and making squandering of the capitals of the Company. Mr. G.P. Agrawal, it is stated that he brought in some of his friends in the affairs of the Company on the plea of overcoming certain pressing over dues of B.S.F.C. without the knowledge of the petitioners and such over dues were to the extent of Rs. 3 lacs. It is further stated that Mr. Agrawal resorted to dubious method and attempted to throw out the petitioners as directors of the Company and changed the completely appointment of Shri M.T. Bugli (petitioner No. 2) as director of the Company.
6. Petitioner No. 1 collected the information that on meeting dated 25.11.1989 Mr. G.P. Agrawal made certain allotment of shares to some-persons who were all Agrawals and kith and kin of Mr. G.P. Agrawal. Then he wrote a letter to the Canara Bank where the account of the Company was maintained to delete the name of petitioner No. 1 from the authorised signatories of the Company’s account. The allotment of shares made on 28.3.1989, runs as follows :-
Date of allotment Allottees Name No. of equity shared
of Rs. 1,000/- each
1. 27.3.1989 T.B. Bugli 2934
2. 27.3.1989 M.T. Bugli 2178
3. 27.3.1989 G.P. Agrawal 720
4. 27.3.1989 Smt. Veena Agrawal 134
Total No. of Shares 6366
7. They were tried and attempted to suppress in the auditors accounts which M/s Jha & Associates denied and a such in their place as mentioned above M/s. S. Dhar and Company of Calcutta, was appointed in violation of Section 224(7) of the Companies Act, for which M/s Jha and Associates brought complaint before the Chairman, Company Law Board, Allotment of shares on 27.3.1989 was completely denied by Mr. G.P. Agarwal. On a letter written to the petitioner No. 1, incourse of reply to the quarries made by him and practically the company matters have been made to dol-drums. By a meeting dated 27.8.1990, petitioner No. 1 was deleted as director of the company and according to the petitioners the same is against the provisions of Section 237 of the Companies Act. With all these allegations the petitioners have come up with this petition for winding up of the company with the following prayers:
i) That the Steel City Compto Aids Private Limited having its Registered Office at M-A/60, New Housing Colony, Adityapur, Jamshedpur, and its works situated at B-22, 2nd Phase, Industrial Area, Adityapur, Jamshedpur, District Singhbhum East be wound up under the provisions of the Companies Act, 1956;
ii) That an official liquidator be appointed for purposes of liquidating the Company and for taking possession of the assets of the Company forthwith
iii) Cost of an incidental to this petition be paid out of the Company’s assets in favour of the petitioners;
iv) An order be passed restraining M/s Bihar State Financial Corporation (Opposite Party No. 2) not to auction the Opposite Party No. 1 Unit till Bihar State Financial Corporation either exonerates the petitioners from all liabilities and guarantees executed by them;
8. During the course of proceeding of this case several attempts were made from the side of the court to bring the petitioner No. 1. But all attempts proved futile. Petitioner No. 2 was making all attempts to sell the company for realisation of their dues. The petitioner wanted that there interest in the company should be protected even if the sale was made.
9. Mr. Dilip Jerath, Advocate appeared for the B.S.F.C. and this Court tried to have sale of the company by making advertisement in the local newspaper so that the bids made by the different bidders could be placed before this Court so that interest of both the petitioners and the company and that of B.S.F.C. could be protected. But all attempts proved futile. Different orders in the case namely 25.11.1994, 6.1.1995, 31.3.1995 and then 21.4.1995 would show the various attempts made by this Court for protection of the interest of the parties in the case. But when attempts proved futile as the petitioner No. 1 did not come up to settlement of the matter then there remained no other alternative but to hear the petitioner in the matter of winding up.
10. There is good case as shown by the petitioners in this petition for the purpose of winding up of the company and hence the petition filed by the petitioners is hereby allowed and it is ordered that the company respondent No. 1 be wound up. The Registrar shall forthwith shall intimate the official liquidator and the Registrar of the Company at Patna, in terms of Section 445 of the Companies Act. The petitioner shall file a certified copy of the order with the Registrar within 13 days from today. The official liquidator shall forthwith take up the administration of the company. The statement as required under Section 454 of the Companies Act shall be submitted within the time limit therein to the official liquidator. The petitioners shall deposit a sum of Rs. 2,500/- within four weeks next from the date of this order to be paid to the official liquidator. The official liquidator must see that in the process of satisfying the claims of different persons including the B.S.F.C. to whom the company is indebted that the petitioners interest should also be protected in the process so that their share amount may be paid from the assets of the company if the same is required to be sold for the purpose of payment of loan by the B.S.F.C.