TECHNOLOGY DEVELOPMENT BOARD Vs. ALPHA ANIMS P. LTD.

JUDGEMENT

(1.) THIS company petition is filed under Sections 433(e), (f), 434(1)(a) and 439 of the Companies Act, 1956, for winding up of the respondent -company and consequently for appointing the official liquidator as liquidator of the said company.

(2.) THE respondent is a private limited company having authorised capital of Rs. 175 lakhs consisting of 1,75,000 equity shares of Rs. 100 each as on March 31, 1999. The issued, subscribed and paid -up capital of the respondent as on the said date was Rs. 95,20,000 divided into 95,200 equity shares of Rs. 100 each. The petitioner -board is formed for providing financial and other facilities to entrepreneurial start -ups and technology based industries for developing and commercialising their products and M/s. ICICI Venture Funds Management Co. Ltd. (subsequently changed, as M/s. ITCOT Consultancy and Services Ltd.) is the asset manager in respect of several loan accounts. On the respondent approaching the petitioner to part finance the technological upgradation of process technology of DL -2 Amino Butanol at its factory at Gummudipoondi, Tiruvallur District, a loan agreement was entered into on February 4,1998, for the borrowal of a sum of Rs. 1,50,00,000 for the above said project as part -finance.

(3.) AS per Clause 4.1 of the agreement, the respondent -company was to pay to the board a royalty at the rate of 0.70 per cent, of annual sales turnover of the products developed by the board's assistance for a period of 5 years commencing from June 30,1999, subject to a minimum aggregate amount of Rs. 25 lakhs or a maximum aggregate amount of Rs. 33 lakhs. It is seen that pursuant to the said agreement, the respondent -company has executed a corporate guarantee and the directors have also separately executed the deeds of guarantee in favour of the petitioner, which are irrevocable and unconditional. In addition, the deed of hypothecation of movables has also been entered.