SANJAY SUCHANTI Vs. ANURAG CINEMA P LTD.

JUDGEMENT

(1.) The appellant has assailed the judgment dtd. 26/11/2015 passed in Company Petition No. 2 of 2013 by learned Company Judge.

(2.) The appellant is shareholder in the Anurag Cinema Private Limited and it was incorporated as a private company limited by shares on 23/11/1976 having its registered office at Hajipur, Biharsharif in the district of Nalanda. Thereafter, it is stated to have been shifted. The appellant claims that he is member/contributor of the Company and is holding 300 equity shares of Rs.100.00 each against subscribed and paid-up capital of Rs.15.12 lakhs and he is relying on the list of shareholders attached to the Annual Return dtd. 29/9/2012 of the Company to demonstrate that the appellant in all holds 600 equity shares of Rs.100.00 each. He has filed Company Petition No. 2 of 2013 for winding up of the Company in terms of Sec. 433 (c) and (f) read with 439 (c) of the Companies Act, 1956 (hereinafter referred to as 'Act, 1956")

(3.) The appellant alleged that the Company has completely closed its business activities. Further alleged that the respondent ' Directors of the Company who are stated to have sold the entire land in pieces at the rate of approximately Rs.1,54,286.00 per decimal. In this regard, appellant is relying on 29 sale deeds executed by the respondents ' Directors. It is also alleged that respondents ' Directors have demolished the building of cinema hall and sold the building materials, plants and machinery and have misappropriated sale proceeds. It is further alleged that the respondents - Directors have sold valuable land and building of Company at a throw away price of Rs.1,54,286.00 per decimal whereas market price is of Rs.15.00 lakhs per decimal. It is submitted that respondents ' Directors of the Company have sold 69.7182 decimal for a paltry sum of Rs.1,45,20,000.00. The aforementioned proceedings have been proceeded without calling for meeting of the shareholders. It is also submitted that filing of Balance Sheet and Annual Return with the Registrar of the Company is without compliance of Sec. 215 of the Act, 1956. In other words, Balance Sheet was required to be prepared and placed before the Board of Directors for approval and, thereafter, it is to be submitted to the Auditor of the Company for audit and report. Further there is violation of Sec. 210 of the Act, 1956. In other words, approval of the shareholders had not been obtained. Further there is violation of Sec. 220 of the Act, 1956.