EXPO EXPERT PRIVATE LTD Vs. JAI GOPAL ANGRISH

JUDGEMENT

(1.) This is a petition under Sections 541, 542, 543 of the Companies Act, 1956, read with Section 151 of the Code of Civil Procedure and Rule 9 of the Companies (Court) Rules, 1959, for a declaration that respondents Nos. 1 to 5 be held guilty of misfeasance and breach of trust in relation to the affairs of the company and its creditors and thus be held responsible jointly and severally without any limitation of liability for all debts/unauthenticated expenditure as given in paragraphs 10, 11, 12 and 13 in all amounting to Rs. 3,20,842, a decree be passed in favour of the petitioner-company and against respondents' Nos. 1 to 5 jointly and severally and they be directed to contribute jointly and severally to the assets of the company and to pay the amount to the official liquidator or such sum which the court may determine along with interest at the rate of 12 per cent. per annum from the date of winding up of the company, i. e. , September 22, 1983, till its realisation along with costs. The case set up by the petitioner is that Xpo Xpert Private Limited was incorporated on November 29, 1977, having its registered office at S-146, Industrial Area, Social Chowk, Jalandhar. The paid-up capital of the company was Rs. 2,30,500 which was divided into 4,910 equity shares of Rs. 100 each, i. e. , Rs. 50 called and paid up and Rs. 15,000 remaining unpaid capital. The authorised capital of the company was Rs. 10,00,000 divided into 10,000 equity shares of Rs. 100 each. The main object of the company before it went into liquidation was export and import of all kinds of merchandise, machinery, equipment, articles, manufactured or otherwise processed. A winding up order of the company has already been passed on September 22, 1983, and the official liquidator attached to this court has been appointed as liquidator of the company. The official liquidator has been authorised to file or defend any suit, claim petition, prosecution or other legal proceedings, civil or criminal, in the name and on behalf of the company as per order dated January 9, 1986, passed in Company Petition No. 87 of 1985. As per averment in the petition, respondent No. 1 is the ex-managing director and respondents Nos. 2 to 5 are ex-directors of the company. All these persons were taking active part in day-to-day affairs of the company during the course of its functioning. According to the petitioner, acts of the respondents in connection with functioning of the company and its management have been found to be fraudulent and against the interest of the company and its creditors. They are, therefore, guilty of misfeasance and breach of trust in relation to the company and thus liable for such acts of commission and omission severally and jointly. Though the ex-directors of the company were required to submit the statement of affairs on or before October 7, 1983, yet they submitted the statement of affairs on June 8, 1985. The official liquidator on taking the control of the company found that the following amounts due from the parties has become time barred. The detail is as under :

(2.) Similarly, a sum of Rs. 5,069 became time barred as despite numerous intimations given to the ex directors to furnish the correct addresses of the parties, no reply was received and so this amount too has become time barred. The detail is given as under :

(3.) Similarly, the official liquidator as per report submitted by the chartered accountant found that a sum of Rs. 1,80,052 stated to have been spent under different heads of expenses as per entry in the cash book is, however, not supported by any voucher nor the same has been authenticated by ex-directors of the company. With these broad averments, a prayer has been made that the ex-directors of the company--respondents Nos. 1 to 5--be held jointly and severally liable and directed to pay this amount to the official liquidator along with interest at the rate of 12 per cent. per annum till actual payment is made. This petition is duly accompanied by an affidavit. Necessary annexures in support of the claim laid too had been annexed with the petition.