BHARTI TELECOM LTD Vs. ALTOS INDIA LTD

JUDGEMENT

(1.) BHARTI Telecom Limited has filed this petition under section 433, 434 and 439 of the Companies Act (hereinafter referred to as "the Act"), praying that Altos India Limited (hereinafter referred to as "the respondent-company"), be ordered to be wound up.

(2.) IN this petition it is averred that the respondent-company was incorporated on September 25, 1982, under the name of Altos India Pvt. Limited. Its name was subsequently changed to Altos India Limited and a fresh certificate of incorporation was issued to this company on June 16, 1983. The respondent-company is stated to have approached the petitioner-company to advance a sum of Rs. 1 crore as intercorporate deposit for a period of 90 days and agreed to pay interest at the rate of 27 per cent. per annum for which different documents including demand promissory note, stamped receipt and security by way of deposit share of the company were executed by and on behalf of the respondent-company. The terms and conditions as stated in the letter dated August 12, 1996, were accepted between the parties and thereupon the petitioner company released a sum of Rs. 1 crore, vide cheque No. 441977, which was duly encashed. The sum of Rs. 1 crore was released to the respondent-company by the aforestated cheque by Bharti Tele Ventures Limited, a subsidiary company of the petitioner-company. The respondent-company is stated to have further approached the petitioner-company with a request that the said company having decided to issue 20 per cent. redeemable non-convertible preferential shares carrying a dividend of 20 per cent. per annum and maturity date being March 31, 1997, had requested for conversion of inter-corporate deposit of Rs. 1 crore advanced on August 14, 1996, as subscription amount towards the issue of 10 lakhs, 20 per cent. redeemable non-convertible preferential shares. Based on this request the petitioner-company further issued a cheque of Rs. 1 crore bearing No. 441979, dated August 20, 1996, as subscription amount on the aforestated basis. In this manner, the respondent-company had accepted the financial benefits to the extent of Rs. 2 crores from the petitioner-company.

(3.) CONSEQUENTLY , the present winding up petition was filed. Notice of this petition was issued to the respondents, vide order dated November 21, 1997. The respondents were served and they put in appearance on January 29, 1998. The respondents were granted time to file reply within one week which was not filed. The matter was adjourned to February 13, 1998. Vide order dated February 20, 1998, it was mentioned that there is a likelihood of the parties settling the matter amicably and as such the matter was adjourned to March 6, 1998. Thus, there was no question of filing any reply nor request for filing of a reply was ever made after January 29, 1998, as liability was clearly admitted thereafter. Learned counsel appearing for the respondent-company submitted that the matter practically has been settled and it is only the question of instalments and the period in which such instalments has to be made that remains to be settled. As such the matter was adjourned to March 20, 1998. Adjournment was again sought and the matter was fixed on April 3, 1998. The parties intended to discuss the matter and consider the possibility of payment to the petitioner-company and as such the matter was adjourned to April 24, 1998, vide order dated April 3, 1998.