A.K. Banerji, J. - (1.) By means of the present application (A-10) filed under Section 442 of the Companies Act. 1956 (in short Act) read with Rule 9 of the Companies (Court) Rules. 1959, M/s. Yogi Pharmacy Limited (Applicant) has, inter alia prayed for the following orders : (1) A protection order to stay the suits and proceedings detailed in Annexure-2 of the application and pending in various Courts : (2) An order of injunction to the Deputy Commissioner of Police. New Delhi (opposite party No. 9) restraining him and the police working under him from proceeding further with the investigation of F.I.R., Crime No. 1022 of 1997 lodged by the opposite party No. 8 against the company and its directors ; (3) The opposite party No. 8 may be restrained from proceeding with the said case.
(2.) Briefly stated the relevant facts as set out in the application are that the applicant M/s. Yogi Pharmacy Limited was engaged in the manufacturing of Ayurvedic medicines at its factory situate in the district of Hardwar. The applicant which was established in the year 1888 was incorporated as a private limited company in the year 1986 and converted into a public limited company in the year 1991. It directly employs about 300 workers besides there are over 600 seasonal employees. It is profit-making concern which had been also declaring dividends. In the month of March 1995, a consignment of over Rs. 10 crores meant for export to Russia was seized by the Custom Authorities at the Indira Gandhi Air Port. Delhi, and the same was only released after about two and a half years in the year 1997. Consequently, the applicant suffered a set-back and a liquidity crunch. One Mr. K. K. Dhawan, the then Managing Director borrowed funds from various financiers and took loans on the basis of fake and forged resolutions. When the company was facing liquidity crunch, a number of parties filed winding-up petitions before this Court and also resorted to criminal proceedings against the company including Mr. K. K. Dhawan. The said suits and proceedings are pending in various Courts and the company and the Managing Director must be given proper opportunity to defend the various suits and proceedings most of which have been filed mala fide only to harass and deprive the company. Consequently, it is in the interest of justice that the suits and proceedings pending in various Courts against the applicant-company as well as investigation pending on an F.I.R. lodged by the opposite party No. 8 be stayed till the disposal of the winding-up petitions pending before this Court.
(3.) Though the present application was filed in Company Petition No. 2 of 1997, which has been filed under Section 433 ie) by M/s. Elegant Marbles and Grani Industries Limited, the applicant has impleaded nine parties to the present application as opposite parties 1 to 7 thereof are petitioner who have filed winding-up petitions against the company. The opposite party No. 8 M/s. Nucleus Securities Limited have not filed any winding-up proceeding but have filed an F.I.R. against the directors including Mr. K. K. Dhawan. Opposite party No. 9 is the Deputy Commissioner of Police. Parliament Street. New Delhi, who is investigating the F.I.R. lodged against the company. Along with the application, the applicant has annexed as Annexure-2, a chart containing the details of some of the cases and proceedings which are pending against the company. Notice of this application has been served on the said opposite parties. Only two counter-affidavits have been filed, one by the opposite party No. 6 M/s. Ceat Financial Services Limited, Calcutta and the other by M/s. Nucleus Securities Limited (opposite party No. 8). Though the other opposite parties have not filed any counter-affidavit but their counsel appeared before the Court and have opposed the prayer made in the present application. In the counter-affidavit filed by opposite party No. 6, it has been inter alia stated that the present application has not been filed bona fide but merely with an intention to delay the proceedings of the winding-up petition and for buying time to dispose of movable properties. Consequently, the prayer made in this application is an abuse of the process of the Court and must not be allowed. The opposite party No. 8 has also in its objection, inter alia stated that the application was not maintainable besides being misconceived as the said opposite party had only lodged an F.I.R. against the applicant for committing, cheating, fraud, forgery and criminal breach of trust. The F.I.R. is being investigated by the police and such investigations cannot be stayed under Section 442 which will have no application so far as the case of the present opposite party is concerned.;