P.S.V.P. VITTAL Vs. RAO PROGRESSIVE CONSTRUCTIONS PRIVATE LIMITED
HIGH COURT OF ANDHRA PRADESH
Rao Progressive Constructions Private Limited
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Immaneni Panduranga Rao, J. -
(1.)Company Petition No. 6 of 1983 is filed for winding up of the respondent-company, viz., Progressive Constructions Private Limited (hereinafter referred to as 'PCPL'), on the grounds of lack of probity and mismanagement in the conduct of the affairs of the company.
(2.)It is alleged in the petition that the petitioner is a partner of Progressive Engineering Company, Hyderabad (hereinafter referred to as 'PEC') which is a partnership firm constituted for carrying on business as contractors and builders of dams, buildings and flats, etc., at Hyderabad, Madhya Pradesh and Utter Pradesh. The said firm had sixteen partners including the petitioner. The petitioner's case is that disputes started between him and the other partners of PEC ; that the other partners made an attempt to expel the petitioner from the partnership ; that there is no provision in the partnership deed for such expulsion of a partner ; that the petitioner who had been to Vijayawada in Sept., 1980, was confined to bed and that taking advantage of his absence and his inability to take part in the affairs of the firm, the other partners of PEC claimed to have called for a meeting on 1.6.81 and claimed to have resolved to form a company by transferring all the assets and liabilities of the partnership business as a going concern to the new company ; that in accordance with that decision, it would appear that the respondent company (PCPL) was constituted and was registered with the Registrar of Firms, Hyderabad, on 23.12.81 ; that at a meeting said to have been held on 26.12.81 a resolution is claimed to have been passed authorising the transfer of the partnership firm as a going concern to the respondent-company ; that notices for the meeting said to have been held on 1.6.81 and 26.12.81 have not been given to the petitioner and that the alleged transfer of the partnership firm in favour of the respondent-company is illegal, fraudulent, inoperative in law and hence is null and void.
(3.)The petitioner further contended in the petition that PEC was constituted under a partnership deed, dated 2.10.77 which did not provide for transferring the concern or business to any third party ; that no notice was given to the petitioner before the decision was taken for transferring the assets and liabilities of the firm and that the other partners have acted in absolute lack of bona fides and the majority decision was taken wholly with a view to preclude and prevent the petitioner from participating in the partnership or enjoying the fruits thereof. Since there is no valid or legal transfer in favour of the respondent-company and the attempt to transfer is not only prohibited, but also is an attempt to exclude a partner and further the agreement, dated 9.1.82 being void and inoperative, the petitioner contends that the respondent-company is liable to be dissolved.
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