SANJIB BANERJEE,J. - (1.) The creditor's winding-up petition is utterly misconceived. It goes against the fundamental basis of company law and the first principles of corporate jurisprudence.
(2.) The statutory notice of February 9, 2011 refers to an agreement between the petitioner under which the petitioner was apparently to take over the shares of the company pursuant to an agreement of January 25, 2010. Two paragraphs of the statutory notice are of some significance. In the first paragraph, the petitioner claims that on January 25, 2010 the company had executed an agreement for sale through one of its directors in favour of the petitioner. There is a further paragraph towards the end of the second page that says as follows: "After received the payment of Rs. 70 Lakhs and a sum of Rs. 10 Lakhs for repairing and maintenance of the Cold Storage you have failed and neglected the transfer of your shares and assets to my above mentioned client."
(3.) The transaction, therefore, according to the petitioner was that the company would transfer its shares to the petitioner. Since such an impossible act could never have been performed by the company, there can be hardly any basis to the petitioner's claim. If, indeed, it was the company's shares that the petitioner had bargained to obtain, the petitioner should have proceeded against the shareholders of the company who held the shares and not the company itself since the company can have no manner of interest in its issued shares and such shares are not the property of the company.;