TMI Blog2004 (3) TMI 798X X X X Extracts X X X X X X X X Extracts X X X X ..... business of the company was dealership/agents for Gleason Work, USA. The Agency was terminated in 1995/1996 and thereafter the company has not generated any new business and the income of the company consists of only interest on bank deposits and commission on residual contracts. The main complaints of the petitioners are that the respondent directors, by inflating the expenses of the company are siphoning of funds of the company and also they have been disposing of the valuable assets at throw away prices without any transparency giving rise to a strong presumption that there had been underhand dealings. Further, according to the petitioners, a sum of over ₹ 47 lacs had been written back out of creditors as income during the year en ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ing back a sum of over ₹ 47 lacs is concerned, a sum of about ₹ 71.45 lacs was payable by the company to M/S Gleason Works and the company was to receive a sum of about ₹ 24 lacs from M/S Gleason. Since M/S Gleason had not reconciled its books of accounts, the company decided to set off the aforesaid entire sum of sundry debtors being bad debts against the part of the aforesaid sundry creditors thereby reducing the sundry creditors to the extent of the ₹ 47 lacs. Since the claim had become time barred, this amount was written of in the year 2002 after receiving legal advice. With this amount so written off, the company could declare an interim dividend of ₹ 120 lacs during the year 2001-2002 out of which the pe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... awar. From the letter of Shri Pawar at Annexure R-1, it is evident that the petitioners did not wish to continue as shareholders and they had desired to sell their shares. When a meeting took place between Shri Pawar and respondents, it was suggested to him that the petitioners could move a resolution for voluntary winding up of the company in case they did not wish to continue as members. This is the provocation for filing this petition. None of the allegations made in the petition would warrant an investigation into the affairs of the company. All the annual accounts have been approved by the shareholders wherein the expenses incurred by the company have been clearly shown and audited. All theses expenses were incurred to keep the company ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ication of any of the expenditure shown in the books of accounts. As for as sale of the premises is concerned, as rightly pointed by the learned counsel for the respondents, the petitioners have not substantiated their allegation with any concrete material that the premises could have got better prices even to presume that there could have been some underhand dealings. In regard to write off of the credit balance, the petitioners have not shown as to how the company or the shareholders have been in any way affected and as a matter of fact, that action has resulted in declaration of substantial dividends. 7. An order of investigation cannot be made on mere suspicions or surmises without proper material to enable this Bench to form an opin ..... X X X X Extracts X X X X X X X X Extracts X X X X
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