SICOM LIMITED Vs. BARODA EXTRUSION LIMITED

JUDGEMENT

(1.) Petitioner has filed this petition under Sections 433, 434 read with Section 439 of the Companies Act, 1956 with a prayer that respondent company be ordered to be wound up by and under the orders and direction of this Court under the provisions of the Companies Act, 1956 and the Official Liquidator attached to this Court be appointed as Liquidator of respondent company with all powers under the provisions of the Companies Act, 1956.

(2.) Learned advocate Ms. Megha Jani for the petitioner submitted that the respondent company is incorporated for the main objects set out in the Memorandum of Association of the said company, which are stated in para 5 of the petition. It is the case of the petitioner that petitioner had been providing Factoring of Receivables Facility and Bill Discounting Facility to the respondent company since 2009. At the request of the respondent company, the petitioner enhanced the limit of the said facility from Rs.5 crores to Rs.12 crores vide its letter dated 11.05.2009. Thereafter, the said limit was once again enhanced from Rs. 12 crores to Rs.15 crores vide its letter dated 17.07.2009 on the terms and conditions contained in the said letters and security documents executed in respect thereto. Thereafter, once again, at the request of the respondent company, the said facility was enhanced from Rs.15 crores to Rs.20 crores by sanction letter dated 24.12.2009. At that time also security documents were executed. Once again the said facility was increased from Rs.20 crores to Rs.30 crores by sanction letter dated 06.08.2010. Thereafter, the same was enhanced up to Rs.35 crores on the terms and conditions contained in the sanction letter dated 25.10.2011. Learned advocate Ms. Jani referred to sanction letter, copy of agreement for factoring of receivable, power of attorney executed by the respondent company in favour of the petitioner, guarantee agreement, which are annexed at Anneuxre-A to Annexure-D with the petition.

(3.) Learned advocate Ms. Jani thereafter referred to the documents annexed with the petition at Annexures - E, F and G and submitted that respondents had also entered into Bill Discounting Agreement dated 08.11.2011 with the petitioner for a sum of Rs.5 crore for availing bill discounting facility for the purpose and on the terms and conditions contained in sanctioned letter dated 25.10.2011 and Bill Discounting Agreement dated 08.11.2011. Thus, pursuant to various agreements, out of total sanctioned amount of Rs.40 crores, the petitioner had disbursed a sum of Rs.39,79,93,022/- to the respondent. It is the case of the petitioner that to secure the said facility, a memorandum of understanding dated 08.11.2011 was executed by the respondent and its Managing Director in favour of the petitioner creating first charge on properties described in the schedule to the said mortgage by deposit and delivery of title deeds of the said properties. Deed of Hypothecation dated 08.11.2011 was also executed by the respondent in favour of the petitioner creating first charge on plant and machineries.