TAKSHILA HOSPITAL LTD Vs. JAGMOHAN MATHUR

JUDGEMENT

(1.) DR. Jag Mohan Mathur and others had filed a petition for winding up M/s. Takshila Hospital Ltd. on the ground that it is just and equitable as envisaged under Sec. 433 (f) of the Companies Act, 1956 to wind up the Company because of various alleged malpractices and misdeeds attributed to Management of the Company. The petitioners are shareholders and contributors of the Company.

(2.) BY the order under appeals, the learned Company Judge opining that case for winding up of the company is made out by the petitioners who are contributory shareholders as stated in S. 433[f] of the Companies Act, 1956 (for short, "the Act") but he has thought it fit that it is more appropriate that instead of ordering winding up alternative remedy Act be invoked. He therefore did not admit the petition, and for this purpose an option was given to the petitioners to move an application under s. 397 of the Act within six weeks before the Company Law Board, which has jurisdiction under Sec. 397 to consider such applications in the first instance. Appeal against such order as may be passed lies to this Court. With this order, the company petition for winding up of the company petition was kept pending without admitting. In this event company petition was to be proceeded further,' in case the petitioners were not to make an application before Company Law Board under Sec. 397.

(3.) WE are of the opinion that the basic principle ingrained in Ss. 443[2] and 397 are the same viz. to stave up off the winding up of a company as far as possible which is to be resorted to only as a last course. All efforts are to be made for saving the company from being wound up. If the shareholders approach the Company Law Board then the Company Law Board has to form its own opinion that a case is made out for which the company could be wound up an just and equitable ground but it is not desirable to wind up the company. So also, where the Company Judge in the winding up petition comes to the conclusion that he is satisfied that for the petitioner alternative remedy is available and the petitioner is acting in reasonable manner, winding up petitions should be dismissed.