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2018 (9) TMI 1979 - Tri - Companies LawOppression and Mismanagement - Illegal allotment of shares - siphoning of funds - only Other director of SBF, Mr. Lalit Aggarwal. who has been impleaded as Respondent NO. 2 and the Statutory auditor Of the SBF, Mr. Mahesh Gupta, impleaded as Respondent No. 3 - PG alleges that the allotments are illegal and fraudulent as they have been made without PG's consent i.e. without approval Of the Board of Directors of SBF and by misuse of PG's digital signature by LA and R3 in filing the Form 2 on MCA pottal for allotment of the new shares. HELD THAT:- There exists a ground for winding up SBF on the grounds that it is just and equitable to do so. The only question confronting the Tribunal is whether by such an action the shareholder of SBF wili be unfairly prejudiced Or the public interest will be prejudiced. This Tribunal is of the considered view that neither will be prejudiced, as it is seen that the SBF has no operations Or business over the past several years because Of the inter-se disputes between the main protagonists, namely the two directors of SBF, being its only two directors and the assets Of SBF, it is evident, have also been stripped off. Thus, SBF has become a complete farce. It is also seen that public interest will Only be best served by SBF being wound up as even otherwise due to non-filing of annual retums and balance sheets, SBF in any case is liable to be struck Off, as the pending proceedings before this Tribunal cannot be factor for not filing the annual retums and balance sheets and thereby the Statutory compliances, all of which goes to the root Of corporate governance, Thus, in any which way looked at, SBF is a fit candidate to be wound up taking into consideration the noted factors. This Tribunal is Of the considered view that in relation to the affairs Of SBF there has been a absolute lack of probity in its dealings by both the petitioners and hence SBF is required to be wound up taking into consideration the facts and circumstances of the two company petitions filed by the rival panies to the lis and also having come to the conclusion that both the parties are not entitled to any reliefs as sought for in the respective petitions - this Tribunal has been empowered to wind up companies by virtue of Section 271 and 272 Of the Act having been notified as amended by Insolvency and Bankruptcy Code, 2016. Petition disposed off.
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