2019 (12) TMI 1356 - Tri - Companies Law

Winding up of Company - termination of Joint Venture Agreement - Section 248 (5) of the Companies Act 2013 - HELD THAT - This application was filed by M/s. Odisha Mining Corporation Ltd. for winding up of 1st respondent Company. After filing of this application the Company was struck off by ROC under Section 248 (5) of Companies Act 2013 and Company was dissolved by the gazette notification dated 22-28 July 2017. The first respondent Company M/s. Kalinga Coal Mining Pvt. Ltd. has only two shareholders namely M/s. Sainik Mining and Allied Services Ltd. in TP No. 97/CTB/2019 and M/s. Odisha Mining Corporation Ltd. in TP No. 244/CTB/2019. It is deemed just and equitable to order winding up of the 01st respondent company. Company stands wound up under Section 271-272(1)(b) of the Companies Act 2013 without any cost - petition allowed.

Issues:
1. Correction required in the Order dated 16th December, 2019.
2. Petition filed for winding up of the 1st respondent company under Sections 271 & 272 of the Companies Act, 2013.
3. Petition transferred from Hon'ble High Court of Orissa to National Company Law Tribunal.
4. Joint Venture agreement for development & operation of Utkal-D Coal Block.
5. Shareholding distribution as per the Joint Venture agreement.
6. Termination of Joint Venture Agreement by OMC.
7. Strike off of the 1st respondent Company by ROC, Odisha.
8. Cancellation of coal block allocation by the Hon'ble Supreme Court of India.
9. Application for winding up of the 1st respondent Company due to dissolution.
10. Appointment of Official Liquidator and winding up process.

Analysis:

1. The Ld. Counsel for the petitioner requested corrections in the Order dated 16th December, 2019, which were duly made under Rule 154 of National Company Law Tribunal Rules, 2016.

2. The petitions, TP No. 97/CTB/2019 and TP No. 244/CTB/2019, were filed for the winding up of the 1st respondent company under Sections 271 & 272 of the Companies Act, 2013. The company, M/s. Kalinga Coal Mining Private Limited, was incorporated on 30.01.2014 under the Companies Act, 1956.

3. TP No. 244/CTB/2019 was originally filed under Section 433, 434 & 439 of the Companies Act, 1956 by M/s. The Odisha Mining Corporation Limited for winding up of the 1st respondent Company, which was later transferred to the National Company Law Tribunal.

4. The Joint Venture agreement between M/s. Sainik Mining and Allied Services Ltd. and M/s. The Odisha Mining Corporation Limited for the development & operation of the Utkal-D Coal Block led to the incorporation of the 1st respondent Company, M/s. Kalinga Coal Mining Private Limited.

5. The shareholding distribution as per the Joint Venture agreement was 74% for M/s. Sainik Mining and Allied Services Ltd. and 26% for Odisha Mining Corporation Limited in the 1st respondent company.

6. The termination of the Joint Venture Agreement by OMC resulted in legal challenges, including a petition filed before the Hon'ble High Court of Orissa.

7. The 1st respondent Company was struck off by the Order of ROC, Odisha, under Section 248(5) of the Companies Act, 2013, leading to further legal implications.

8. The cancellation of coal block allocations by the Hon'ble Supreme Court of India impacted the status of the 1st respondent Company, which was dissolved by ROC, Odisha.

9. Due to the dissolution of the 1st respondent Company, applications were filed for its winding up under relevant legal provisions, leading to the final order for winding up.

10. The Official Liquidator was appointed to oversee the winding up process, including the settlement of claims/debts, submission of progress reports, and cooperation from all concerned parties as per the Order issued by the Tribunal.

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