ASHUTOSH SHARMA Vs. TORQUE CABLES PVT LTD

JUDGEMENT

(1.) This is a petition filed by Mr. Ashutosh Sharma under section 433(f) read with Section 439(c) of the Companies Act, 1956, seeking winding up of M/s. Torque Cables Pvt. Ltd.

(2.) The petitioner and one Mr. Satish Kumar were the promoters of the respondent-company and signatories to the memorandum and articles of association. The company was incorporated on 27.08.2010 for the manufacture of cables. The authorised capital of the company was Rs. 1 crore divided into 10 lakh equity shares of Rs. 10 each. The paidup capital was Rs. 10 lakhs. The petitioner initially appears to have taken 75000 shares, with Satish Kumar taking 25,000 shares; later, the petitioner sold 30,000 shares to one Mohit Kathuria. The shares were transferred to Mohit Kathuria on 25.11.2011. The petitioner and Satish Kumar were appointed the first directors. Mohit Kathuria and Arvind Kumar Sharma were later appointed as directors.

(3.) The work of the company was divided between the three directors: the petitioner was to look after the sales, Mohit Kathuria and Satish Kumar, the manufacturing operations. Arvind Kumar Sharma was only a "sleeping" director. Initially the company did well, but later on started facing financial problems for various reasons. Soon the manufacturing operations stopped and the factory became dysfunctional; the factory land had been mortgaged to the bank for loan purposes and interest burden started increasing every day. Losses started mounting.