VASU TECH LTD. Vs. RATNA COMMERCIAL ENTERPRISES LTD.

JUDGEMENT

(1.) THIS appeal filed under Section 483 of the Companies Act, 1956, read with rule 11 of the Companies (Court) Rules, 1959, has been filed challenging the order dated April 22, 2009, passed by the learned company judge in Company Petition No. 13 of 2007 (Ratna Commercial Enterprises P. Ltd. v. Vasu Tech. Ltd. : [2009] 149 Comp Cas 477 (P & H), admitting the company petition for winding up of Vasu Tech Ltd. the appellant -company and directing publication of the factum of admission in the Indian Express, The Times of India (Delhi edition), and Dainik Bhaskar (Haryana edition) as also in the Official Gazette of the State of Haryana.

(2.) THE facts of the case may first be noticed. The appellant -company has claimed that it had invented a new technology, namely, "versatile system on chip", which overcomes the limitations of traditional microprocessors. In 1999, when the said invention was at a conceptual stage, ICICI Venture Funds Management Co. Ltd. (ICICI) had shown its interest and agreed to give financial support for the development of new technology. However, in 2001 there was a change in the funding policy of the ICICI and it withdrew the financial support from the appellant -company. This led the appellant -company to borrow the funds from the market.

(3.) IN March 2004, Mr. Dhruv Varma, managing director of the appellant -company promoted a company, namely, Vasucorp Inc. in the State of Delaware, USA for commercialisation and launching of the new technology globally. It has been asserted that Mr. Pradip Burman of the respondent -company was appointed as a director in Vasucorp Inc. on June 27, 2004 and he was also attending the board and management meetings in the United States. It is claimed that on August 10, 2004,1.05 million shares of Vasucorp Inc. were transferred to M/s. Wogan Technologies, which is a corporation owned and controlled by Mr. Pradip Burman. On March 11, 2005, again 0.65 million shares were transferred. It has been asserted that the aforementioned shares were transferred because Mr. Pradip Burman was showing keen interest in conversion of the loans advanced by the respondent -company to the appellant -company into equity and the loans taken from time to time were to be adjusted against the shares to be transferred.