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[2004]51 SCL 669 P&H
¢ ð



Hemant Gupta, J.
¢ 


. Uma Kanta and Gagan Deep Kathuria, Advs.
¢
r Appellant/Petitiner/Plaintiff: R.K. Chhibbar,
Sr. Adv. and Anand Chhibbar, Adv.
¢
r Respndents/Defendant: Anil Sharma and
Kanchan Sehgal, Advs.
 rief
acts:
¢ /s Glden
rests (India) Limited is a cmpany incrprated under
the Cmpanies Act, 1956 (fr shrt the Act) n 23.2.1987. The
cmpany was given certificate fr cmmencement f business
under Sectin 149(3) f the Act.
¢ The cmpany annunced sme beneficial depsit schemes
ensuring highest returns t its investrs, creditrs r cnsumers. y
the end f 1997, it achieved the business target f Rs. 1,000 crres.
During the curse f hearing f the present case, it is admitted by
the cmpany that it has 24,65,231 investrs wh have invested sum
f Rs. 980.14 crres as principal excluding returns theren.

¢ Petitiner is Natinal Investrs
rum wh has sught the winding

up f the cmpany n accunt f its inability t pay admitted debts.
¢ n an bjectin being raised by the cmpany, the petitiners,
have gt themselves registered as a sciety under the
prvisins f Scieties Registratin Act. It has been alleged
that the respndent has cllected mre than 3,000 crres f
rupees frm investrs, creditrs and cnsumers by making
false prmises in the name f scial justice, ecnmic
freedm fr all.

¢ The cmpany have assured t repay the mney f investrs

but in spite f such assurances, it has nt made the
payments.
¢ It is alleged that a legal ntice was issued t return the mney
within 3 weeks and this ntice was published in the Hindi
Daily haskar n 14.3.2001 as service by registered pst was
nt pssible. It may be stated that the Directrs f the
cmpany were arrested n 24.12.2000 in respect f
allegatins cntained in six different
IRs ldged by the
Vigilance Department, Gvernment f Punjab. In spite f such
ntice, the cmpany failed t settle the claim f the
petitiners, therefre, the present petitin fr winding up was
filed.
¢ The cmpany filed a detailed written statement wherein it stated
that the cmpany had adequate assets and resurces t pay
back all its debts. It is further stated that the cmpany had
mved an applicatin befre Hn'ble umbai High Curt t
remve the receiver and permit the cmpany t hasten the
prcess f repayment f the investrs under the supervisin f
curt. It als stated that the cmpany wuld welcme the
interventin f the Chandigarh High Curt in whse supervisin
the investrs may be repaid t prevent any further lss f
prestige t the cmpany which is financially viable and investr
friendly.
¢ The cmpany sught a cnslidated scheme t be filed n
repayment t the satisfactin f the curt.

¢ n 2.5.2002, the petitin fr winding up was admitted and

factum f admissin was rdered t be published in the
newspapers and fficial gazette f U.T. Chandigarh.

¢ It was als argued that the prperty f the cmpany shuld be

put t sale s that investrs realise their dues. Still further, an
argument was raised that the Central ureau f Investigatin
shuld be directed t investigate int the affairs f the
Cmpany.
¢ n investigatin it was fund that the schemes f /s Glden

rests (I) Ltd. were nt being run in the best interests f investrs
and there was a pssibility f the investrs getting hurt in case
even a minr aberratin develped in the scheme because prima
facie there was n indicatin f 'any mechanism in place which
culd affirm the cmpany's credibility in terms f meeting its
cmmitments.´

¢ The Advcate fr the cmpany, bjected t the investigatin int

the affairs f the cmpany by Central ureau f Investigatin but
submitted that this curt culd appint any persn t investigate
the affairs f the cmpany in terms f Sectin 237 f the Act.
 Cntentins:
¢ It was cntended by the petitiner that nce the petitin is
admitted, there is n discretin with the curt but t pass
the rder f winding up and appint fficial liquidatr as
liquidatr f the cmpany. It was argued that the
arrangement prpsed by the cmpany has been
withdrawn by the cmpany and the petitin has been
rdered t be admitted. In these circumstances, the rder
f winding up is a natural cnsequence.

¢ Shri . Uma Kanta, Advcate ppsed the winding up and

argued that the winding up rder will nt be able t prtect
the interest f large number f investrs wh have invested
their hard earned mney
¢ It is argued that the affairs were cnducted in an rganised manner
t syphn ff the funds f the cmpany and the matter is required t
be investigated by Central ureau f Investigatin. The winding up
rder wuld be detrimental t the interests f the sharehlders.

¢ It has been stated that the cmpany has assets wrth Rs. 1500
crres as against liability f nly Rs. 761 crres and this cmpany is
very much in a psitin t pay its dues. It is stated that the cmpany
was set up in 1987 and till 1988, there had been n default in
repayment f any maturity amunts and refunds f investrs.
Issue Invlved:
 Held by the Curt:
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¢ The cmpany curt is required t examine whether

¢ the winding up f the cmpany is in the interest f sharehlders,
secured and unsecured creditrs, wrkers as well as in public
interest. It is natural cnsequence f admissin f petitin. Thus, the
curt was unable t accept the argument raised by Shri Chhibbar
that the cmpany curt has n discretin after the admissin f the
petitin but t pass the rder f winding up.

¢ ith a view t prtect the interests f the large number f creditrs,

sharehlders and the cmpany, the curt appinted an apprpriate
prvisinal Liquidatr fr cntrl, management and sale f the
mvable and immvable prperty s as t fetch maximum price
theref with a view t satisfy the claim f 25 lac investrs in a prper
manner.
¢ S far as the investigatin in cncerned, the Curt held that a
systematic investigatin int the affairs f the cmpany wuld bring
ut the extent f land wned by the cmpany, its legal and valid title,
its marketability, valuatin as well as t find ut whether the
cmpany has siphned ff mney t its Directrs, assciates,
subsidiary cmpanies, etc. Such investigatins are required t be
cnducted by an auditr wh shall exercise such pwers and duties
inclusive f thse cntained in Sectin 227 f the Cmpanies Act.

¢ The Curt was f the pinin that keeping in view the serius
allegatins against the management f the
¢ cmpany and deficiencies prima facie fund by the
cmmittee cnsisting f representatives f the Reserve
ank f India and SE I, the affairs f the cmpany were
required t be investigated thrughly. Hwever, the sale
f the prperty by the prvisinal liquidatr is nt
dependent upn cmpletin f the investigatins.
Investigatin wuld prceed independent f the sale f
the prperties.
¢ The Curt held that instead f winding up f the
cmpany, the interest f creditrs, sharehlders and the
cmpany, wuld be served if directins issued by the
Curt were fllwed.
Thank Yu