TMI Blog1992 (12) TMI 173X X X X Extracts X X X X X X X X Extracts X X X X ..... ppropriate the valuable assets of the company to themselves personally and caused serious prejudice to the company and minority shareholders as would be obvious from the later part of this order. This is my strong prima facie finding for the purpose of this application. On March 18, 1980, respondent No. 1 company (formerly known as "Gitaneel Hotels and Investments Pvt. Ltd.") was incorporated as a private limited company under the provisions of the Companies Act (1 of 1956). On April 9, 1980, the certificate of incorporation was issued by the Registrar of Companies. The authorised capital of the company is Rs. 65 lakhs divided into 50,000 equity shares of Rs. 100 each and 15,000 preferential shares of Rs. 100 each. The issued and paid-up capital of the company is Rs. 35,01,000 divided into 35,010 equity shares of Rs. 100 each. Respondents Nos. 2 and 5 were the subscribers to the memorandum of association of the company, having initially subscribed five shares each. On July 1, 1980, the company entered into a partnership with Gitaneel Builders, a firm in which various members of the same family were partners, with 25 per cent. share in profits ; 11 per cent. share in assets and li ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... that the late Shri Jinabhai Rajivbhai Patel had four sons and three daughters. Shri Bhagwandas Jinabhai Patel, the chairman and managing director, respondent No. 2 is so described in the board minutes of the company. Respondent No. 2 is one of the sons of the late Shri Jinabhai Patel. Shri Bhagwandas Patel leads the group of shareholders of the first respondent-company described by the parties in the pleadings as the "Bombay group". Shri Vrajlal Jinabhai Patel, respondent No. 8 herein, belongs to the Bombay group of shareholders. Shri Surendra Vrajlal Patel is the sister's son of Shri Bhagwandas Jinabhai Patel, Shri Pravinchandra J. Patel and Shri Vrajlal J. Patel. Shri Surendra Vrajlal Patel is part of the Bombay group. Shri Pravinchandra J. Patel and Shri Anilkumar J. Patel and some of their family members including the petitioner form part of the Jalgaon group of shareholders of the first respondent-company. The shares of the company are held by members of the family of Shri Pravinchandra Jinabhai Patel and Shri Anilkumar Jinabhai Patel on the one hand and Shri Bhagwandas Jinabhai Patel and Vrajlal Jinabhai Patel, their family members and Shri Surendra V. Patel on the other hand ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed by the company. It is unfortunate that the two groups of shareholders are on a warpath and the affairs of the company are being managed by the majority represented by respondents Nos. 2, 5, and 8 on the board as if they are the owners of the assets of the company personally to the detriment of the company and the minority shareholders as would be obvious from a bare narration of the facts concerning the purported and alleged transactions of the years 1990, 1991 and 1992 propounded by respondent No. 2 and his group. It is not disputed that one or other members of the two groups, i.e. , the Bombay group and the Jalgaon group and/or their family members have also been carrying on business in partnership in several other names like Gitaneel Builders and Vikram Builders. It is not disputed that the same individuals and/or their family members have also been carrying on business in partnership at Jalgaon in the name of True Food Corporation, Pharma Chem International and Patel Narayandas Bhagwandas. Members of the two groups held shares in certain other domestic companies of which the affairs are organised in a manner similar to the partnership firms. Respondent No. 14 is a limi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... et out therein invoking section 433(f) of the Companies Act (1 of 1956). The petitioner has made several allegations against the members of the Bombay group in the petition which will have to be scrutinised at least prima facie to some extent for the purpose of deciding Company Application No. 326 of 1992, i.e. , the application for appointment of a provisional liquidator. On the same day, i.e. , July 28, 1992, the petitioner presented an application to this court for appointment of a provisional liquidator of the company with a draft judge's summons duly supported by an affidavit of the petitioner. On August 5, 1992, Shri B.N. Srikrishna J. accepted the said Company Petition No. 353 of 1992 and directed that the petition shall appear on board peremptorily for admission on August 26, 1992. The respondents appearing through other various learned counsel at the hearing of the petition waived service of notice of the said petition and application. On the same day, i.e. , on August 5, 1992, B.N. Srikrishna J. passed an ad interim order appointing the Official Liquidator, High Court, Bombay, as provisional liquidator in terms of prayer ( a ) of the judge's summons and also granted an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... filed their respective affidavits concerning the subject-matter of the admission of petition. In my opinion, it would not be proper to withhold delivery of judgment on this judge's summons at this stage. It must be stated as a fact that the judge's summons has been argued at great length with thorough preparation on all sides as if the company petition itself is being heard for final hearing. Having regard to the drastic relief sought for in this application, I have allowed the parties to file a number of affidavits and heard all parties concerned at some length. During the pendency of this application, several orders were passed and directions issued in connection with inspection of documents, etc. The affidavits filed on both sides are liable to be treated as part and parcel of the pleadings at least for purposes of deciding the application. Several documents, most material to the case, were withheld and suppressed by respondent No. 2 and members of his group. Inspection of incriminating documents referred to in the later part of this order has led to shocking disclosure. Most of these documents were neither referred to nor relied upon even in the affidavit-in-reply dated October ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r shall set out the restrictions and limitations, if any, on his powers imposed by the court. The order shall be in Form No. 49, with such variations as may be necessary." Learned counsel for respondents Nos. 5 to 8 and 14 has submitted during the course of his submissions that the application for appointment of a provisional liquidator is not maintainable at this stage and the court has no jurisdiction to appoint a provisional liquidator unless the petition for winding up of the company is first admitted by the court. Learned counsel for the contesting respondents has submitted that the provisions of the Act and the Rules made thereunder must be read together and the application made by the petition for appointment of a provisional liquidator must be rejected as premature or adjourned for being heard after the question of admission of petition for winding up is decided by the court one way or the other. The provisions of the Act and the Rules must be read harmoniously and the rules must be interpreted so as to conform to the statutory provisions contained in the Act. The Companies Act (1 of 1956), makes clear and specific distinction between the stage of presentation of a petiti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r unless the company consents. Learned counsel specifically invited the attention of the court to the following passage from the judgment of Lord Romilly at page 236 of the abovereferred case. The relevant passage relied on by learned counsel from the said case reads as under : "It is perhaps convenient that I should state what my practice is with reference to the appointment of a provisional liquidator. Where there is no opposition to the winding up, I appoint a provisional liquidator as a matter of course, on the presentation of the petition. But when there is an opposition to it, I never do, because I might paralyse all the affairs of the company and afterwards refuse to make the winding-up order at all. But when the directors themselves apply or do not oppose the winding up, then I appoint the provisional liquidator." The abovereferred observation of Lord Romilly cannot affect the true and correct interpretation of the plain and simple language of section 450(1) of the Companies Act, 1956. The practice followed by our courts is to the contrary and not the practice followed by Lord Romilly. We never hesitate to appoint a provisional liquidator of a company in an appropriate ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... uch an order is absolutely necessary. The court would not appoint a provisional liquidator merely because allegations are made in the petition against the management. To my mind, this judgment does not support the preliminary contention urged by Shri Sailesh Shah. At the concluding stage of arguments, Shri Aspi Chinoy, learned counsel for respondents Nos. 1 to 4, who led Shri Sailesh Shah, made an altogether different submission on this aspect. Learned counsel submitted that the jurisdiction of the company court to appoint a provisional liquidator in an appropriate case at any stage was not disputed by the contesting respondents. Relying on a passage from Pennington's Company Law, fifth edition, at page 867, learned counsel submitted that the company court can appoint a provisional liquidator only in limited categories of cases like "public interest" and in no other case. The relevant portion of the said passage reads as under : "At any time after the presentation of a winding up petition the court may appoint the official receiver or any other fit person to be a provisional liquidator of the company. The purpose of making the appointment is to preserve the company's assets a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to the interest of complaining shareholders ; ( d )where the majority of the shareholders in collusion with each other are indulging in acts of manipulation and purported transactions which appear on their face to be a subterfuge or bogus ; ( e )public interest ; ( f )interest of company or shareholders as a class. If prima facie it appears to the court that dissolution of the company is likely to be ordered at the final hearing of the petition for winding up, the court may take this prima facie view also into consideration as one of the relevant factors governing exercise of judicial discretion. Learned counsel for the contesting respondents have submitted that the court ought not to appoint a provisional liquidator of the company, whatever may be the nature of allegations and prima facie proof in support thereof until the petition is at first admitted, inter alia, on the ground that passing of such an order at the pre-admission stage of the petition would amount to pre-judging of the petition itself. Whenever the court is required to pass an appropriate interim order after applying the criteria as to whether a prima facie case is made out on the merits, the court is bound ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rt Megarry V.C. in the case of Highfield Commodities Ltd., In re [1984] 3 All ELR 884 ; [1985] 1 WLR 149 (Ch D). In this case, Sir Robert Megarry construed section 238 of the English Companies Act. Section 238, in so far as it is material, provides as under : "The court may appoint a liquidator provisionally at any time after the presentation of a winding up petition." At page 893 of the said judgment, the court observed as under (at page 159 of [1985] 1 WLR) : "As the judge said, section 238 is in quite general terms, I can see no hint in it that it is to be restricted to certain categories of cases. The section confers on the court a discretionary power, and that power must obviously be exercised in a proper judicial manner." (Underlining is done to supply emphasis). I am in respectful agreement with the view taken by Sir Robert Megarry in the above case to the effect that the power conferred on the court under section 450 of the Act cannot be restricted to a particular category of cases as sought to be suggested by Mr. Aspi Chinoy, learned counsel, appearing for some of the contesting respondents. I have, therefore, no hesitation in rejecting the preliminary conten ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ategories within the scope and ambit of the "just and equitable" clause. (A) "The just and equitable" clause for winding up of a company may be invoked where the real structure of the company sought to be wound up is analogous to a partnership as understood in company law. It is well-known that in such cases a company would be wound up by applying the principles applicable to dissolution of partnership firms. On this aspect, the judgments of the House of Lords in the case of Ebrahimi v. Westbourne Galleries Ltd. [1973] AC 360 and the judgment of our Supreme Court in the case of Hind Overseas Pvt. Ltd. v. Raghunathprasad Jhunjhunwalla [1976] 46 Comp. Cas. 91 ; AIR 1976 SC 565 are directly relevant. It was observed in the judgment of the Supreme Court in the case of Hind Overseas Pvt. Ltd. [1976] 46 Comp. Cas. 91 referred to herein-above that where more than one family or several friends and relations together form a company and there is no agreement between the parties for active participation of members in management, the principles of dissolution of partnership cannot be liberally invoked. Principles applicable to dissolution of partnership are applied to winding up of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s ground for winding up of the company. It is a question of balancing of rival interests and the situation. If the court finds that an order of winding up in such a situation would hurt most of the shareholders, the court may take action against defaulter-directors instead of passing an order for winding up. It all depends on the facts of each case. In the abovereferred case before the apex court, the Supreme Court specifically and expressly approved the view taken by the Privy Council in the case of Loch v. John Blackwood [1924] AC 783 at page 790. In this Privy Council case, it was observed that the "just and equitable" clause for winding up of a company must operate if there was a justifiable lack of confidence in the conduct and management of the company's affairs. Lack of confidence in the management must result from the conduct of the directors in regard to the company's business. If the minority shareholders make out a strong prima facie case to the satisfaction of the court that there is a justifiable lack of confidence in the management springing from misconduct, manipulation or subterfuge resorted to by the directors representing the majority of shareholders, the co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to their offer on the side of the petitioner and members of his group prove the mala fides of the Jalgaon group. Learned counsel have contended that in such a situation the irresistible inference would be that the members of the Jalgaon group are not interested in safeguarding their legitimate rights as shareholders but are bent upon attempting destruction of this company with ulterior motives. It has been further contended on behalf of the contesting respondents that the principles of dissolution of partnerships can never apply to the first respondent as the complainant group of shareholders were never concerned with the management of the affairs of the company and there was no agreement whatsoever between the two groups of shareholders to share the management. It has been contended that "partnership principles" cannot be applied in a situation where there is no deadlock. It has been contended that the principles of dissolution of partnerships cannot be applied to this case merely because the company had taken over the assets and liabilities of the dissolved firm as on March 31, 1981, i.e. , soon after its incorporation. Both learned counsel for the contesting respondents ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... use. In the same case, Lord Cross of Chelsea observed at page 383 as under : "In some of the reported cases in which winding up orders have been made those who opposed the petition have been held by the court to have been guilty of a 'lack of probity' in their dealings with petitioners. Thus in Loch v. John Blackwood Ltd. [1924] AC 783, the managing director and majority shareholder was deliberately keeping the minority in ignorance of the company's financial position in order to acquire their shares at an undervalue . . ." Shri M.H. Shah, learned counsel for the petitioner, relied on the observations made by the Supreme Court in the case of State of U.P. v. Renusagar Power Co., AIR 1988 SC 1737 ; [1991] 70 Comp. Cas. 127 to the effect that in the expanding of horizon of modern jurisprudence, lifting of corporate veil is permissible. Its frontiers are unlimited. Shri J.B. Chinai, learned counsel for respondents Nos. 5 to 8 and 14, cited the following judgments in support of his submissions. The ratio of these judgments shall have to be kept in mind while applying the relevant principles to the facts of this case for the purpose of deciding the application for appointm ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nt was arrived at between the first respondent-company and respondent No. 14, a copy of which is included in the compilation of documents filed by the petitioner. By the said agreement, the company granted leave and licence to respondent No. 14 in respect of a portion of the upper basement premises for installing and operating its safe deposit vault in Bandra for a period of nine years commencing from September 1, 1986, with an option to renew the same for a further period of nine years. A sum of Rs. 1,600 per month was fixed as licence fee. Clause 3 of the said agreement is of considerable significance in the context of the contentions raised on behalf of the petitioners and supporting respondents regarding lack of probity on the part of the management of the first respondent-company. By clause 3 of the said agreement, it was provided that respondent No. 14 shall deposit with and keep deposited with respondent No. 1 a sum of Rs. 30 lakhs as security free of interest and the said sum of Rs. 30 lakhs shall be deposited as under : ( a )Rs. 20 lakhs within one year from the date of the agreement ; ( b )Rs. 10 lakhs within two years from the date of the agreement. The condition o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ging to the Jalgaon group cannot be ruled out. I am, however, satisfied that the agreement dated October 4, 1990, shows lack of probity on the part of the majority led by respondent No. 2 and the said supplemental agreement is grossly unfair and prejudicial to the interests of the first respondent-company. I also do not consider it necessary to examine the legal effect of non-disclosure of interest on the part of respondent No. 2 and respondent No. 5 in the board meeting dated April 11, 1986, at this stage. ( c )Some time in the year 1989, respondent No. 1 entered into an agreement with respondent No. 15, whereby respondent No. 1 allowed respondent No. 15 to conduct a restaurant on the first floor of its property situate at 85, Hill Road, Bandra, Bombay. Respondent No. 15 is an outsider. I do not propose to examine the grievance of the petitioner and supporting shareholders in respect of this transaction also for the purpose of present application. ( d )Respondent No. 2 has admitted in para 4( g ) of his affidavit dated October 12, 1992, that in or about February, 1992, the disputes and differences between the parties (meaning thereby members of the Jalgaon group and their rela ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of partnership so as to oust Shri Pravinchandra and members of his group from joint control for the purpose of making secret profits, etc. I am not borrowing the findings of the learned judge for the purpose of this case. It shall, however, be necessary to take into consideration the factum of existence of various disputes between more or less the same parties while examining the grievance made by the members of the Jalgaon group in this application. ( f )Some of the members of the Jalgaon group have interest in another partnership firm, treated as an unregistered company, known as Vikram Builders. Respondents Nos. 2 to 5 in this petition are the partners in the said firm from the Bombay group. It is averred in para 12( d ) of the petition that some time in the month of March, 1992, the petitioner discovered a massive fraud on the part of Bhagwandas and members of his group in relation to the affairs of Vikram Builders. Some time in the month of May, 1992, and prior to May 22, 1992, respondent No. 1, Shri Anilkumar J. Patel, in his capacity as karta of his Hindu undivided family filed Company Petition No. 290 of 1992 in this court for winding up Vikram Builders. The petitioners ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ansactions between the company and respondent No. 2 and members of his group. The petitioner and supporting respondents have assailed these purported transactions as subterfuge, acts of manipulation and as an attempt to impose totally bogus transactions on the company and its shareholders. The petitioner and supporting respondents have assailed the case propounded by respondent No. 2 on the ground of lack of probity as well as an act of attempted misappropriation of the assets of the company ; contending also that the assets of the company are in jeopardy. The said purported transactions are as under : ( j )On May 22, 1992, respondent No. 1 is supposed to have entered into an agreement to sell units Nos. 1, 2, 3, 4 and 5 to Shri Bhagwandas J. Patel individually admeasuring 441.68 square feet for total consideration of Rs. 8,75,000. The alleged agreement is signed by Shri Bhagwandas J. Patel himself in his purported capacity of director of respondent No. 1 and by Shri Bhagwandas J. Patel himself in his purported capacity as supposed purchaser of the said alleged units. It is alleged that the company received a sum of Rs. 15,000 by cheque from Shri Bhagwandas J. Patel on May 22, 19 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on in respect of the said transaction is supposed to have been stipulated at Rs. 8,10,000. A sum of Rs. 15,000 is supposed to have been paid against the alleged transfer of possession with right to dispose of the units in favour of third parties. All the stipulations contained in the purported document dated May 22, 1992, in favour of Shri S. V. Patel are identical with the stipulations in the purported document in favour of Shri Bhagwandas J. Patel. The said purported document is reasonably assailable as a bogus document. ( l )Shri Bhagwandas J. Patel has also now alleged that on May 22, 1992, the company had entered into another agreement of sale in favour of his daughter-in-law, Mrs. Jyotika B. Patel, in respect of unit No. 16, admeasuring 114.56 square feet for consideration of Rs. 1,58,000 and possession of the said unit is supposed to have been parted with by the company to the said Mrs. Jyotika B. Patel on receipt of Rs. 15,000 by the company. All the allegations on either side in respect of this transaction are identical. The said document is also a bogus document. . ( m )Respondent No. 2 has further alleged that on May 22, 1992, the company had entered into another agr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ter the passing of the order dated April 30, 1992, by Jhunjhunuwala J. in Judge's Summons No. 265 of 1992 in Company Petition No. 225 of 1992) the company granted a lease in respect of shop No. 10 on the ground floor of its property situate at 85, Hill Road, Bandra (West), in favour of respondent No. 14. No reference is to be found to this document in the affidavit dated July 30, 1992, or in the affidavit filed by respondent No. 14 nor a copy of the said alleged document dated May 7, 1992, was made available to the court till recently. The said purported document now forms part of the compilation of documents. It is alleged by the contesting respondents that the said document was executed in pursuance of the board resolution dated April 25, 1992, at which Shri B.J. Patel and Shri S.V. Patel were present. It is alleged that at this board meeting, Shri B.J. Patel and Shri S.V. Patel, in their capacity as directors of respondent No. 14, had disclosed to Shri B.J. Patel and Shri S.V. Patel, in their capacity as directors of respondent No. 1, that the said directors were interested in respondent No. 14. The purported agreement dated May 7, 1992, is now described by learned counsel for t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... face of it, are bogus. ( u )The contesting respondents suppressed even the minimum details in respect of the impugned transactions from the petitioner and members of the Jalgaon group for a considerable time. All the affidavits filed at the hearing of the judge's summons shall have to be taken into consideration for the purpose of application for appointment of a provisional liquidator. ( v )The petitioner and members of the Jalgaon group have, inter alia , assailed the purported transactions dated October 15, 1991, May 7, 1992, May 22, 1992 and June 1, 1992, as an act of subterfuge and an act of manipulation on the part of respondent No. 2 and other directors. The petitioner and the contesting respondents contended that all these purported transactions show lack of probity on the part of the contesting respondents and the petitioner and the contesting respondents have established that there is clear danger to the assets of the company. The affairs of the company have been conducted or purported to be conducted in a manner most prejudicial to the company and the complaining shareholders and there is a clear attempt to appropriate or misappropriate the assets of the company. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... transactions. It is not believable that any of the alleged purchasers are in possession of any of the alleged units. There is intrinsic evidence in the contents of the documents, now produced at a very late stage on behalf of respondent No. 2, that the purported documents are bogus and can never be considered as bona fide documents. Each of the alleged purchasers or lessees is respondent No. 2 or his relative or his own firm or concern. If respondent No. 2 and members of his group are to be believed, it would follow that after April 30, 1992, respondent No. 2 is supposed to have disposed of the assets of the company in his own favour and in favour of his relatives. By applying the same standard, the alleged transaction dated October 15, 1991, is liable to be treated as equally bogus. Respondent No. 2 and members of his group perhaps planned the acts of manipulation even prior to February, 1992, or October, 1991. Even the supplemental agreement dated October 4, 1990, shows total lack of bona fides and fraudulent conduct on the part of respondent No. 2 and his group. In my opinion, a strong prima facie case is made out for the winding up of the company on the ground of lack of prob ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hotel by arranging for transfer of development rights from other owners as permissible under the Development Control Rules. It is not possible to accept the submission made on behalf of the petitions at this stage. Accordingly, I am not prepared to accept the submissions of the petitioner and supporting respondents in so far as this ground for appointment of a provisional liquidator is concerned. Learned counsel for the petitioner and the supporting respondents has invoked principles analogous to dissolution of partnerships in support of his submission that a prima facie case for winding up of the company is made out. The petitioner has at the most an arguable case on this point. The contesting respondents have also an equally or perhaps more arguable case in support of their submission that the said principles are not applicable in this case. This is not a case where both groups have equal shareholding. This is not a case where both groups are in management. This is not a case where the members of the Jalgaon group claim a right to management. Having regard to the ratio of the judgment of the Supreme Court in the case of Hind Overseas Pvt. Ltd. v. Raghunathprasad Jhunjhun-wall ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... testing respondents prima facie disclose a shocking state of conduct on the part of Shri Bhagwandas J. Patel, chairman and managing director of respondent No. 1 company, and members of his group. It is impossible to hold that the petition is filed by the petitioner with a view to ruin the company. In my opinion, the petition is filed by the petitioner and members of the Jalgaon group bona fide and the remedy pursued is a legitimate one and within the four corners of the Companies Act (1 of 1956). Learned counsel for the contesting respondents has submitted that an order of injunction would meet the ends of justice and the official liquidator should not be appointed as liquidator of the company. Having regard to my prima facie conclusions in respect of misconduct of Shri Bhagwandas J. Patel and members of his group, it is not possible to accept this submission. I have not dealt with minor points urged on either side as it is not necessary so to do. In the result, I pass the following order : ( i )The judge's summons is made absolute in terms of prayers ( a ) and ( c ) with costs. ( ii )The official liquidator shall be entitled to exercise all the powers on behalf of the fi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tions stayed till January 11, 1993, on the condition that complete status quo would be maintained by all the contesting respondents in the meanwhile and respondents Nos. 1 to 5 and 8 shall file written undertakings to maintain complete status quo in respect of assets, records, affairs of the company and in other respects. For this purpose, adjourned to December 18, 1992. Interim injunction in terms of prayer ( c ) shall be operative with immediate effect. ( vi )No one shall operate any of the bank accounts of the company without leave of the court till the official liquidator takes charge. ( vii )Shri Thakker submits that his client is apprehensive in respect of likely manipulation of books of account, and minutes books and requests that at the most the stay be restricted to the official liquidator taking charge of properties of the company. In other words, the petitioner applies for a direction that the official liquidator do take charge of books of account and records of the company forthwith. Respondent No. 1 is directed to produce the current books and minutes book of the company before the court by 11 a.m. on December 17, 1992, for the purpose of issue of directions for ..... X X X X Extracts X X X X X X X X Extracts X X X X
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