CHARANJIT SINGH GREWAL Vs. TRILENIUM TECHNOLOGIES LIMITED

JUDGEMENT

(1.) In winding-up proceedings it is necessary to keep the following conditions in perspective -

(2.) Keeping this legal position in perspective I shall now refer to the facts of the case. It has been stated that the Petitioner No.1, who is a successful businessman and mine owner was interested in expanding his business activities particularly in the area of floriculture. Petitioner No.2 is his son. In these circumstances they came across Respondents 2 and 3. Through subsequent contact and meetings these Respondents persuaded the Petitioners to acquire controlling" shares of M/s. Indo Holland Agro Exports Ltd., which has changed its name to Trillenium Technologies Ltd. (Respondent No.1). It is pleaded that Respondents 2 and 3 prevailed upon the Petitioners to loan different sums of money to the Company to take care of its immediate financial needs. Although Annexure P-3 does not state the total amount of the. loan, Mr. Mohanti, learned Senior Counsel for the Petitioners, states that it aggregates to Rs.1.7 crores. The first loan is stated to have been given on 11.1.1997 and on several subsequent dates, up to 29.3.2000. A MOU was executed on 9.4.1997 whereby the parties agreed to sell/purchase controlling shares in Respondent No.1. On 11.4.1997 Petitioner No.1 was appointed as Chairman of the Respondent Company for a period of two years, and Petitioner No.2 as the Managing Director for a period of five years. It has next been stated that in addition to the loan granted the Petitioners have spent approximately a sum of Rs.1.55 crores which were agreed to be treated as interest bearing loan to the Company, towards payment of salary and running expenses of the Company during the period March 1997 to April 2000. It has also been averred that between 31.8.1999 till 2000 the Petitioners spent by way of further loan to the Respondent Company approximately Rs. 25,00,000/- mostly on R&D work including salary of staff specially recruited and retained for software development and diversification. The loans granted are stated to have become due along with interest at the rate of 18 per cent on or before end February 2000, March 2000 and March 2001. Admittedly there is no written document evidencing the loans, or any of its terms.

(3.) The defence that has been raised is that the amounts mentioned in Annexure P-3 were towards partial payment of supply of cut flowers/rose plants etc. made by the Respondent Company to M/s. East Coast Flowers, W-111, Greater Kailash-1, New Delhi. A number of invoices together with delivery challans have been filed along with the Reply to the Petition. It has been vehemently submitted that no loan was ever granted to the Respondent Company by the Petitioners. Mention has also been made of the registration of an FIR in respect of the sale of immovable property of the Respondent Company by the Petitioners.