MANOJ PRASAD Vs. SHIVAM PLANTATION P. LTD.

JUDGEMENT

(1.) Heard learned counsel for the petitioners and learned counsels for the company and for the Securities and Exchange Board of India (SEBI). The winding up petition has been filed by the three shareholders of the company in terms of section 433(c), (e) and (f) of the Companies Act, 1956. The three shareholders together hold 900 equity shares of Rs. 100 each of the company.

(2.) It is stated that the company was established to acquire by purchase or otherwise and to carry on the business of estate owners, cultivators, planters, growers and manufacturers or sellers and dealers in eucalyptus trees, semal, teak wood, seasame, bamboos, pepper, spices and to cultivate lands for the purpose of plantations, etc., and other objects as set forth in the memorandum of association. Pursuant to the said objects, the company acquired lands on lease/rent basis at Chitauli (Siwan), Bihta (Patna), Lalganj, Vaisa (Purnea) and planted semal, Kadam and eucalyptus trees at those places. The company for raising funds issued certificates of 10 years, 5 years and 3 1/2 years and collected an amount of Rs. 94,40,441 from various customers against the sale of units and also took an advance against Agro Vikash to the tune of Rs. 91,200 thus having a total liability of Rs. 95,31,641 of which it is stated to have returned a sum of Rs. 16,28,543 to the customers in the form of unit. It is also stated that as per the balance-sheet of the company, the company appears to have created assets of Rs. 2,88,86,497 as on March 31, 2002.

(3.) It is further stated by learned counsel for the petitioner that by a press release dated December 18, 1997, the SEBI directed all the plantation companies not to raise further funds under different plantation schemes without making compliance of the provisions of the SEBI Act and such restrictions/conditions imposed by it including to obtain credit rating from one of the listed credit rating agencies and submit the same to the SEBI and follow other guidelines before embarking upon any new scheme of plantations.