Bhanwar Singh, J. - (1.) These company petitions have been filed under Section 433(b), (d), (e) and (f) of the Companies Act, 1956 for winding up of the company known as M/s. Incan Mutual Fund Benefit Limited and Incan Group of Companies (Incan Fertilizers and Chemicals Limited; Ratan Micronutrients Limited; Vinayak Trading Pvt. Limited; Incan Construction Limited; Incan Consultancy Services Limited; Deva Investment & Leasing Limited; Incan Mutual Benefit Limited; and Incan International Limited) having their registered office at Incan Bhawan, B-1/37, Sector F, Kapoorthala, Aliganj, Lucknow.
(2.) The petitioners' case is that the petitioner No. 1, namely, Incan Employees Welfare Association, is the Registered Association duly registered with the Registrar of Firms and Societies at Punjab, Chandigarh and the other petitioners are either office bearers of the association or the individual investors. The members of the association deposited different amounts of money with M/s. Incan Mutual Fund Benefit Limited, which is the sister concern of M/s. Incan Group of Companies. The total of the sums invested by the members of the association in Chandigarh, Jalandhar and Ludhiana is approximately Rs. 51.99 crores. M/s. Incan Group of Companies with its above named sister concerns by way of lucrative offers collected lot of money from individual investors with a positive assurance that they will get very good returns. The company had opened many branches in the States of Uttar Pradesh, Haryana, Punjab, Himachal Pradesh and Union Territory Chandigarh. The main object of M/s. Incan Mutual Fund Benefit Limited was lending and borrowing to and from its members and the investments were made in fertilizers, real estate as well as agro pharma plantations. The opposite-party No. 1 as on 31-12-1998 had deposits worth Rs. 7,200 lakhs and the maturity amount was approximately Rs. 8,200 lakhs. The opposite-party Nos. 1 and 2 purchased many properties across the country including a plot of 18,900 sq. ft. at 5, Lal Bahadur Shastri Marg, South Avenue, Under Havelock Road Scheme at Baraf Khana, Lucknow. The money, which the company received from the investors, was utilised in purchase of the said plot. There are certain other properties earned by the company. A few of them may be referred to as land measuring 36000 sq. ft. near Dalibagh Colony; 53 Bigha Farm House in village Kumrawan P.S. Itaunja; 22 Bigha land near Negoha Lucknow Raibareilly Road; 14 Bigha land in Kundanganj and 8 Bigha land in village Kankaha Mohan Lal Ganj. These companies accepted deposits from the investors under various schemes, such as 'High Premium Fixed Deposit Scheme'; 'Monthly Recurring Deposit Scheme'; 'Recurring Deposit Scheme'; 'Short Term Deposit'; 'Daily Deposit Scheme' and Saving Account. It is noteworthy that the opposite-parties 1 and 2 committed default in making repayment to its depositors/members the amounts deposited by them. According to a Valuation Report prepared on 30-6-1998 by a registered chartered Engineers, Adjusters and Valuers, the opposite-party No. 1 as Chairman of the Incan Group of Companies own many other establishments, which are its sister concerns. A detailed list of such Incan Group of Companies is as follows :-( a) Incan Fertilizers and Chemicals Limited; (b) Ratan Micronutrients Limited; (c) Vinayak Trading Pvt. Limited; (d) Incan Construction Limited; (e) Incan Consultancy Services Limited; (f) Deva Investment & Leasing Limited; (g) Incan Mutual Benefit Limited; (h) Incan International Limited; and (i) Merit Pharmaceuticals Limited.
(3.) The opposite-party Nos. 1 and 2 collected, by floating lucrative offers, huge deposits amounting to the tune of Rs. 7,760 lakhs but on demand by the depositors failed to repay their money. They, however, issued an advertisement, published in a local Hindi Daily on 25th October, 1999, giving a notice for the public that some executives were misrepresenting themselves for their own benefit as agents of the Incan Group of Companies. Thereafter, having ill intentions and evil designs, the said opposite-parties issued a letter on February 1, 1999 through Col. B.M. Bhagi (Retired), Vice-Chairman, thereby framing a scheme for repayment of the investors' money. However, when the depositors approached the Branch Managers for encashment of their Fixed Deposit Certificates, they could not find anyone in the offices as all such offices were closed. In the meantime, the opposite-party No. 2 through its Managing Director executed term loans to its different sister concerns but they made no efforts to recover such loan amounts from them and pay the same back to the investors. The directions issued by the Company Law Board in accordance with the Scheme submitted by the company were also not carried out by the opposite-party Nos. 1 and 2. The opposite-party No. 9, namely, the Reserve Bank of India also failed to keep a check upon the opposite-parties 1 and 2 while issuing them the certificate of non-banking financial company and in this way, the officers of the Reserve Bank of India were equally responsible for the act committed by the opposite-parties 1 to 8. All efforts of the investors including the petitioners in getting their money back went futile and even a notice served upon the opposite-party Nos. 1 and 2 through the petitioners' association under Section 434 of the Companies Act did not yield any result. The opposite-party Nos. 4 to 6 have executed a guarantee of Rs. 1,100 lakhs in favour of the opposite-party No. 2 with the assurance that if the opposite-party No. 2 failed to make payment to the investors, the opposite-party Nos. 4 to 6 will make repayment to the tune of Rs. 110 lakhs. In these circumstances, since the company has failed to make payment of the matured amount in accordance with the provisions of Section 434 of the Companies Act, 1956, it is liable to be wound up.;