HAR NARAYAN TANDON Vs. JAIPUR SMELTING PVT LTD

JUDGEMENT

(1.) THIS petition is filed under Sections 433, 434 and 439 of the Companies Act, 1956 (for short 'the Act') for winding up of the respondent -company, duly incorporated under the provisions of the Act, having its registered office at H -115, Malviya Industrial Area, Jaipur. The respondent -company is carrying on business of production of copper wire and selling the same throughout the country. For the purposes of manufacture the company purchases copper bars from open market as well as from MMTC and Hindustan Copper Ltd. (HCL).

(2.) IT is alleged that on May 25, 1992, the respondent -company requested for giving financial assistance by way of loan of Rs. 1,30,000 for purchase of raw material from HCL. The petitioner purchased demand draft No. 277194 dated May 29, 1992, drawn on the Punjab National Bank of Rs. 1,30,000 and delivered it to the authorised representative of the respondent -company. The demand draft was given to HCL. Thereafter, vide letter dated June 6, 1992, again the respondent -company requested for giving financial assistance of Rs. 1,50,000. The petitioner purchased demand draft No, 227231 dated June 8, 1992, drawn on Punjab National Bank of Rs. 1,50,000 and handed it over to the authorised representative of the respondent -company. The respondent -company delivered it to HCL for purchase of copper, bars. On June 10, 1992, the respondent -company issued a receipt -cum -Ietter acknowledging the payments made by the petitioner by way of two demand drafts to the value of Rs. 2,80,000, to the respondent -company as loan on interest at the rate of 15 per cent. per annum payable quarterly. The respondent -company neither repaid the loan amount nor paid any interest but has acknowledged the said outstanding amount to the petitioner vide issuing letters dated March 7, 1994, August 20, 1995, and also July 26, 1997. The petitioner came to know that in the manner in which the affairs of the respondent -company are managed it will not be in a position to repay the loan amount to the creditors. The petitioner has also come to know that there are a number of creditors, namely, Smt. Kamla Tandon, Smt. Kusum Caupra and Smt. Krishna Tandon, to whom the company owes various amounts and is unable to repay it. Various demands were made by the petitioner for repayment of the loan amount with interest as agreed, however as no repayment was forthcoming, the petitioner finally sent notice of demand to the respondent -company dated January 23, 1998, calling upon it to make payment of Rs. 2,80,000 along with 15 per cent. compoundable interest from the date of payment. The total sum due against the respondent -company towards principal and interest amount was Rs. 6,44,300. As the respondent -company failed to repay the amount in spite of the statutory notice given under the Act, the present petition for winding up of the company is filed.

(3.) IT is alleged that during the period September 6, 1990, to January 12, 1998, the management of affairs of the respondent -company was virtually and exclusively in the hands of Mr. V. N. Tandon. Mrs. Manju Gupta being in regular service as lecturer and not well conversant with the company affairs, had no check and supervision in the management. Awdhesh Kumar was in service and, therefore, he could not also look after the affairs of the company, and thus the entire management was under Mr. V. N. Tandon who virtually acted as the sole director of the company. It is alleged that in the books of account of the respondent -company, the name of Mr. H. N. Tandon, the petitioner, appears only in the year ending March 31, 1993, as a creditor of Rs. 10,000 which has been shown to be paid in cash to the company. Mr. V. N. Tandon manipulated this entry and no reason has been given as to how and why the amount was taken from his brother -in -law in the year 1992 -93. This entry continued up to the year 1993 -94 and is being adjusted in the books of account by transfer to the accounts of his wife Smt. Krishan Tandon. The company also maintains the accounts of Smt. Krishna Tandon and in which it is shown that on May 29, 1992, a sum of Rs. 1,30,025 was received from her by bank transfer and on June 8, 1992, a sum of Rs. 1,50,000 was received by bank transfer. A bank cheque was issued in favour of Smt. Krishna Tandon for a sum of Rs. 30,025 on May 29, 1992, and, therefore, a credit balance of Rs. 2,50,000 remained to be paid by the respondent -company to Smt. Krishna Tandon. The aforesaid two amounts of Rs. 1,30,025 and Rs. 1,50,000 are the same amounts which have been claimed by the petitioner Mr. H. N. Tandon. This amount has been shown to be taken by the respondent -company from Smt. Krishna Tandon through the same cheque numbers bearing the same dates as shown to have been drawn by Mr. H. N. Tandon. In the accounts there is no mention of the name of Mr. H. N. Tandon as lender of the amount instead there is a mention of Smt. Krishna Tandon. The amounts mentioned in the petition have been manipulated showing them as loan by the petitioner to the respondent -company by Mr. V. N. Tandon, a close relative of the petitioner, by issuing the letters after he has resigned and gone out of the respondent -company in the form of acknowledgement of the loan and receipt thereof. Smt. Krishna Tandon has also issued a notice dated August 3, 1998, for repayment of the loan amount along with the interest. The respondent -company has come to learn that Mr. V. N. Tandon had arranged the letter pads of the company from Parnami Printers and the receipt/letters were issued in the letterheads of the company by Mr. V. N. Tandon subsequently putting prior date. The letters are in the handwriting of Mr. V. N. Tandon. This was simply a forgery. The company has also lodged a report against Mr. V. N. Tandon in the Malviya Nagar police station on September 1, 1998.