DRAEGERWERK AKTIENGESELLSCHAFT Vs. USHA DRAGER PVT. LIMITED

JUDGEMENT

(1.) THE present petition under Section 433(f) read with Sections 434 and 439 of the Companies Act, 1956 (hereinafter referred to as the Act) has been filed by Draegerwerk Aktiengesellschaft (hereinafter referred to as the petitioner, for short) for winding up of M/s Usha Drager Pvt. Ltd. (hereinafter referred to as the company or respondent No. 1, for short). Subsequently, vide amended memo of parties dated 5.11.2005, RKKR Infotech Pvt. Ltd. was made a party to this Petition. The said company has been hereinafter referred to as the respondent group or Usha group.

(2.) THE petitioner is seeking winding up of the company on "just and equitable" ground for the reason that the petitioner and the respondent group are both holding 50% shares in the company and there is complete deadlock between them. It is stated that the substratum of the company has been lost in view of the irreconcilable differences between the two groups. It is further stated that the business of the company has come to a stand still and there is complete failure to comply with the statutory requirements. It is submitted that there is mutual loss of confidence and lack of probity between the two groups with civil and criminal litigations and defaults in compliance with statutory provisions of the Act including appointment of statutory auditor, annual audit, filing of balance sheet etc. A number of other submissions have been made, which have been noticed in the latter portion of this order.

(3.) I refrain myself from burdening this order with the entire case law on the subject. Case law has been referred to in case of Brown Forman Mauritius Ltd. v. : 109(2004)DLT198 wherein after referring to the principles of deadlock it has been held as under: