TMI Blog1986 (10) TMI 288X X X X Extracts X X X X X X X X Extracts X X X X ..... M. P. Beer Products Pvt. Ltd. ) , the respondent company is indebted to the petitioner to the tune of Rs. 28,124.46 for the goods sold as mentioned in the petition. ( b )In Company Petition No. 3 of 1983 ( National Cereals Products Ltd. v. M.P. Beer Products Pvt. Ltd. ) , according to the said petitioner, the respondent company is indebted to the tune of Rs. 9,13,109.80 for the goods sold as mentioned in the petition. ( c )In Company Petition No. 4 of 1983 ( Mohan Shramik Udyog Ltd. v. M.P. Beer Products Pvt. Ltd. ) , according to the said petitioner, the respondent company is indebted to the tune of Rs. 21,671.08 for the goods sold as mentioned in the petition. ( d )In Company Petition No. 5 of 1983 ( Trade Links Ltd. v. M.P. Beer Products Pvt. Ltd. ) , according to the said petitioner, the respondent company is indebted to the tune of Rs. 1,28,298.45 for the goods sold as mentioned in the petition. ( e )In Company Petition No. 6 of 1983, according to the said petitioner, Mohan Meakin Ltd., the respondent company, is indebted to the tune of Rs. 8,02,735.96 as mentioned in the petition, The respondent company, namely, M.P. Beer Products Pvt. Ltd., was incorpo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... bilities have tremendously increased during the year ending March 31, 1981, and the company's manufacturing facility has been closed since July, 1981, although it has briefly functioned during the summer of 1981 during which it has further incurred substantial losses. Thus, the company being commercially insolvent and having no prospect of paying its debts, deserves to be wound up ; The respondent company, in reply to the show-cause notice issued in all these petitions, has denied the petitioner's allegations and have also denied their liability to pay the amount as claimed by the petitioners, as, according to the respondent company, there is a bona fide dispute about which they have already filed a civil suit in the District Court, Indore, which is still pending. Further, according to the respondent company, there are bona fide counter-claims by the respondent company against Mohan Rocky, which is a sister concern of the petitioner company, and Shri Kapil Mohan and his family members who have substantial interest and is the controlling authority, chairman and director in most of the companies who have filed all these petitions; that the respondent-company is carrying on busi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n Ltd. to disclose the know-how to the respondent-company, Mohan Rocky entered into an agreement dated July 6, 1978, being technical and sales assistance agreement, the terms of which were binding on Mohan Meakin Ltd. Further, according to the respondent company, Mohan Rocky and Mohan Meakin Ltd., in collusion and conspiracy with each other to cause undue loss to the respondent-company purporting to act under the agreement, (annexure R-1), appointed one Shri S.N. Sharma as manager of the respondent company. All other staff was subordinate to him. Shri Sharma used to draw salary from Mohan Meakin Ltd., Gaziabad (U.P.), and as he was acting on behalf of Mohan Rocky, Mohan Meakin was in overall charge of the production, sales and management. The said agreement provided for fixation of prices of the products by Mohan Rocky. During the period of this agreement, between July 6, 1978, to 1981, no consultation whatsoever was had by Mohan Rocky with the respondent-company or any of its directors/board. The prices were unilaterally, deliberately and intentionally fixed by the said Mohan Rocky at rates much lower than the cost of production to syphon away the funds of the respondent-company ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... as acting on behalf of Mohan Rocky and Mohan Meakins was selling the products at a much lower rate than the cost of production to the sister concerns, Mohan Rocky and Mohan Meakins. That the respondent thereafter debited Mohan Rocky with the losses suffered by the respondent from July, 1978, up to August 24, 1981. Similarly, other amounts payable by Mohan Rocky were also debited. Thus, a total of Rs. 34,24,100.24 was payable by Mohan Rocky to the respondent company and the said amount was debited to their account. That as Mohan Rocky did not pay the amount to the respondent company, a demand notice was sent for recovery of Rs. 53,86,150.66 from Mohan Rocky and as a counter-blast, the present petitions have been filed. Thus, the respondent company has prayed that there being a bona fide dispute regarding the claims put up by the petitioners relating to which a suit has already been filed, no valid grounds are made out for winding up the company as the company cannot be said to be commercially insolvent, but, on the contrary, it is now running at a profit as would be clear from the latest balance-sheets and has employed a substantial number of persons in the manufacture and sale ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t company at that time, the petitioners cannot take any advantage thereof and on that basis it cannot be said that the respondent company has admitted its liability. He also submitted that, no doubt, according to annexure R-1, the accounts were kept by the respondent company during that period, but it is not the case of the petitioners that the respondent company had the actual management and control in the working thereof right from the first stage to the last stage of purchase of raw materials, manufacture thereof and its sales. He, therefore, submitted that the amounts have been rightly debited and shown in the balance-sheets of the company which have been audited by the auditors. He, therefore, submitted that there being a bona fide and genuine dispute between the parties regarding the nature of the claim, this is not a fit case for admission to wind up the same as none of the grounds for the winding up of the company are present in all these petitions and in support of his submissions, he placed reliance on the decisions of Shadiram and Sons v. Southern Aviation Private Ltd. [1978] 48 Comp. Cas. 570 (Mad), N. Ramamoorthy v. Nellai Metal Rolling Mills P. Ltd. [1979] 4 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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