RAMJI LAL LATTU RAM Vs. ARTI FOOD AND FATS (P) LIMITED
LAWS(P&H)-2007-6-3
HIGH COURT OF PUNJAB AND HARYANA
Decided on
June 19,2007
Ramji Lal Lattu Ram
Appellant
VERSUS
Arti Food and Fats (P) Limited
Respondents
JUDGEMENT
M.M. Kumar, J. -
(1.) M /s. Ramji Lal Lattu Ram, Commission Agents, Anaj Mandi Narwana, District Jind, has filed the present petition under Section 433(a), 434 and 439 of the Companies Act, 1956, for winding up of M/s Arti Food & Fats (P) Limited -respondent -Company. It is pertinent to notice that against the respondent Company C.P. No. 287 of 1999 was admitted by this Court vide order dated 5.10.2001 and the instant petition was ordered to be heard along with that petition. The aforementioned C.P. No. 287 of 1999 has been disposed of today by a separate order.
(2.) THE case set up by the petitioner -firm is that respondent -Company is a private limited company and had authorised the petitioner -firm to purchase wheat for it. It is claimed that it was orally settled between the parties that if the payment of wheat was delayed for more than three days then respondent -Company was liable to pay customary interest @ 18% per annum on the delayed payment. The petitioner -firm purchased wheat for the respondent -Company during the years 1994 to 1997 and sent the same to respondent -Company through trucks along with bills and bilties. The petitioner -firm obtained LL Forms after deposit of market fee and 'E' Forms for having deposited the fee in the Market Committee. The respondent -company continued to make part payments up to 18.3.1998. During the years 1994 -95 and 1995 -96, the respondent -Company made all payments but in the year 1996 -97, the respondent Company could not make complete payment and as on 1.4.1997 a sum of Rs. 5,25,476.28 paise (including customary interest) was outstanding towards it. This amount was paid by the respondent -company by 26.4.1997. In the year 1997, the petitioner -firm purchased and supplied to the respondent -company wheat valued at Rs. 34,27,719/ -. The respondent -company could only make part payments. It is claimed that the respondent -company issued a confirmation certificate dated 30.9.1997 and confirmed credit balanced of Rs. 5,51,716 as on 30.9.199T(P -1). The details of accounts for the years 1996 -97 to 1998 -99, as given in para 7 of the petition, are extracted below:Year 1997 -98 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - No. Bill dated Quantity of Amount Payment made Wheat Rs. P. Dated Rs. P. Q. K. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Balance due as on 01.04.97 525476.28 09.04.07 150000.00 2051 14.04.97 242.25 129047.00 18.04.97 150000.00 2052 15.04.97 125.40 66954.00 21.04.97 108476.28 2064 07.04.97 137.75 70075.00 23.04.97 100000.00 2065 12.05.97 124.90 63539.00 26.04.97 117000.00 2066 12.05.97 124.45 63311.00 13.05.97 96001.00 2067 12.05.97 124.45 63311.00 22.05.97 100000.00 2068 12.05.97 133.00 67659.00 03.06.97 100000.00 2069 13.05.97 114.00 57998.00 17.06.97 200000.00 2071 13.05.97 114.00 57998.00 23.06.97 150000.00 2072 13.05.97 114.00 57999.00 27.06.97 175000.00 2074 14.05.97 121.60 64395.00 02.07.97 300000.00 2090 16.05.97 139.20 71401.00 02.07.97 5000.00 2100 18.05.97 137.75 73091.00 09.07.97 175000.00 2101 19.05.97 137.75 73091.00 23.07.97 200000.00 2104 20.05.97 124.45 66037.00 30.07.97 150000.00 2107 21.06.97 114.95 60851.00 06.08.97 150000.00 2112 16.06.97 133.95 70906.00 08.08.97 200000.00 2124 16.06.97 114.00 60122.00 18.08.97 200000.00 2125 17.06.97 114.00 60122.00 22.08.97 250000.00 2126 17.06.97 108.80 55356.00 04.09.97 200000.00 2127 17.06.97 109.25 57618.00 24.09.97 125000.00 2128 18.06.97 108.30 55103.00 18.03.97 299550.00 2129 18.06.97 107.35 54619.00 2130 19.06.97 107.35 54619.00 2131 19.06.97 107.35 54619.00 2132 19.06.97 107.35 54619.00 2133 20.06.97 124.05 63111.00 2134 21.06.97 102.60 52203.00 2135 21.06.97 102.60 52203.00 2136 21.06.97 102.80 52305.00 2140 23.06.97 112.10 57035.00 2141 23.06.97 111.15 56599.00 2142 24.06.97 142.50 72647.00 2143 24.06.97 142.50 72798.00 2144 25.06.97 171.00 87325.00 2145 25.06.97 122.05 62224.00 2146 26.06.97 142.50 72647.00 2147 26.06.97 121.60 61909.00 2148 26.06.97 121.60 61866.00 2149 27.06.97 199.50 101641.00 2152 06.07.97 114.00 55514.00 2158 17.07.97 123.60 64331.00 2160 21.07.97 142.50 77171.00 2161 21.07.97 142.50 77053.00 2162 22.07.97 171.00 92556.00 2163 23.07.97 101.65 54959.00 2164 24.07.97 118.75 64766.00 2165 24.07.97 118.75 64981.00 2166 25.07.97 118.75 64780.00 2172 28.07.97 133.95 72662.00 2180 11.08.97 123.50 65081.00 2181 12.08.97 120.00 62943.00 - - - - - - - - - - - Interest up to 31.03.98 130858.00 - - - - - - - - - - - Total 4184053.28 3801027.28 - - - - - - - - - - - Balance as on 31.03.98 383026.00 - - - - - - - - - - - Year 1998 -99 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - No. Bill dated Quantity of Amount Payment made Wheat Rs. P. Dated Rs. P. Q. K. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Balance due as on 01.04.98 383026.00 - - Interest up to 31.03.99 069902.00 - - - - - - - - - - Total 452928.00 - - - - - - - - - - From dated 01.04.99 to 30.06.99 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - No. Bill dated Quantity of Amount Payment made Wheat Rs. P. Dated Rs. P. Q. K. Balance due as on 01.04.99 452928.00 - - Interest up to 30.06.99 024730.00 - - - - - - - - - - - Total 477658.00 - - - - - - - - - - -
The petitioner -firm has also placed on record copies of the bills, ST -15 Forms, LL -Forms and E -Forms as Annexures P -2 to P -124. On 18.3.1998, the respondent -Company made payment of Rs. 2,99,550/ - vide Demand Draft No. 654282 of State Bank of Bikaner and Jaipur, dated 18.3.1998. Respondent No. 2 gave assurance to the petitioner -firm that all the payments of purchase price of wheat along with customary monthly interest @ 18% per annum would be made by the end of December, 1998. It is claimed that thereafter no payment was made by the respondent -Company. It has been asserted that till 31.3.1998 the respondent -Company had made payment to the tune of Rs. 38,01,027.28 paise and an amount of Rs. 3,83,026/ - (including customary interest) was due to the petitioner firm as on 31.3.1998. Thereafter, the petitioner -firm on number of occasions asked the respondent -Company to clear its outstanding balance and lastly on 10.3.1999, the petitioner -firm informed the respondent -Company to clear the outstanding payments by 30.4.1999. On 15.5.1999, the respondent -Company told the petitioner -firm that it was unable to pay the debt. In this manner, it has been claimed that a total sum of Rs. 4,77,658/ - (including customary interest) was outstanding as on 30.6.1999 against the respondent -Company. It has further been claimed that the petitioner -firm is also entitled to customary monthly interest @ 18% per annum from 1.7.1999 till the date of realization of the outstanding amount. On 25.6.1999, the petitioner -firm also sent a notice under section 434 of the Act demanding payment of Rs. 4,77,658/ - along with future customary monthly interest @ 18% per annum from 1.7.1999 till the realization of the due amount (P -125). The notice was duly received by the respondent but no reply was given.
(3.) IN response to the notice of motion having been issued to the respondents, preliminary objections were filed on behalf of the respondent -Company on 13.1.2000. It was, inter alia, pleaded that company petition is not bona fide and has been filed merely to exert undue pressure and to use it as a tool and pressure tactics for recovery of the alleged amount, which according to the respondent -Company is not due and payable to the petitioner -firm. It has been asserted that the control of the respondent -Company was earlier held by Late Shri Murari Lal, Late Shri Anil Kumar Garg and Smt. Minal Garg. It has been admitted that the petitioner -firm made supplies of wheat during the period 1.4.1997 to 12.8.1997 when the respondent -company was being run by the aforementioned persons. Shri Murari Lal died on 19.9.1997 and Shri Anil Kumar Garg died on 7.10.1997. Thereafter, the share holdings devolved in favour of Mrs. Minal Garg, wife of Late Shri Anil Kumar Garg and his children. The functioning of the respondent -Company came to a grinding halt as there was no regular management of the Company in place. It has further been disclosed that after the death of two active Directors. Shri Murari Lal and Anil Kumar Garg, the respondent -Company was not able to carry on its affairs in accordance with law and consequently Mrs. Minal Garg, the surviving shareholder moved an application before the Company Law Board for convening general body meeting under Section 186 of the Company Act and a committee of creditors was constituted for safe guarding the interest of the creditors of the company as well as the assets of the respondent -Company. It has been claimed that the petitioner -firm was also one of the active member and used to attend the meetings of the said Committee. The Committee of creditors stated to have invited the present directors of the respondent -Company to take over reins of the company along with all its assets and liabilities. On 28.12.1997, the present directors took over the respondent -Company and a Memorandum of Understanding was also signed for the effective revival of the Company. It has been claimed that all the creditors including the petitioner -firm agreed to accept the amount as offered by the respondent -Company in full and final settlement of their claim. The petitioner -firm is stated to have received a sum of Rs. 3,00,000/ - out of total dues of Rs. 5,51,716/ - through Demand Draft No. 654282, dated 18.3.1998. The respondent -Company has specifically denied that it is liable to pay any amount to the petitioner -firm and it has been claimed that the petition is liable to be dismissed. The respondent -Company has also furnished various facts and figures in relation to losses suffered by it and thereafter increase in its turnover etc., to show its bona fide that despite adverse financial position it has made payments to various creditors including the petitioner -firm.;
(2.) THE case set up by the petitioner -firm is that respondent -Company is a private limited company and had authorised the petitioner -firm to purchase wheat for it. It is claimed that it was orally settled between the parties that if the payment of wheat was delayed for more than three days then respondent -Company was liable to pay customary interest @ 18% per annum on the delayed payment. The petitioner -firm purchased wheat for the respondent -Company during the years 1994 to 1997 and sent the same to respondent -Company through trucks along with bills and bilties. The petitioner -firm obtained LL Forms after deposit of market fee and 'E' Forms for having deposited the fee in the Market Committee. The respondent -company continued to make part payments up to 18.3.1998. During the years 1994 -95 and 1995 -96, the respondent -Company made all payments but in the year 1996 -97, the respondent Company could not make complete payment and as on 1.4.1997 a sum of Rs. 5,25,476.28 paise (including customary interest) was outstanding towards it. This amount was paid by the respondent -company by 26.4.1997. In the year 1997, the petitioner -firm purchased and supplied to the respondent -company wheat valued at Rs. 34,27,719/ -. The respondent -company could only make part payments. It is claimed that the respondent -company issued a confirmation certificate dated 30.9.1997 and confirmed credit balanced of Rs. 5,51,716 as on 30.9.199T(P -1). The details of accounts for the years 1996 -97 to 1998 -99, as given in para 7 of the petition, are extracted below:
(3.) IN response to the notice of motion having been issued to the respondents, preliminary objections were filed on behalf of the respondent -Company on 13.1.2000. It was, inter alia, pleaded that company petition is not bona fide and has been filed merely to exert undue pressure and to use it as a tool and pressure tactics for recovery of the alleged amount, which according to the respondent -Company is not due and payable to the petitioner -firm. It has been asserted that the control of the respondent -Company was earlier held by Late Shri Murari Lal, Late Shri Anil Kumar Garg and Smt. Minal Garg. It has been admitted that the petitioner -firm made supplies of wheat during the period 1.4.1997 to 12.8.1997 when the respondent -company was being run by the aforementioned persons. Shri Murari Lal died on 19.9.1997 and Shri Anil Kumar Garg died on 7.10.1997. Thereafter, the share holdings devolved in favour of Mrs. Minal Garg, wife of Late Shri Anil Kumar Garg and his children. The functioning of the respondent -Company came to a grinding halt as there was no regular management of the Company in place. It has further been disclosed that after the death of two active Directors. Shri Murari Lal and Anil Kumar Garg, the respondent -Company was not able to carry on its affairs in accordance with law and consequently Mrs. Minal Garg, the surviving shareholder moved an application before the Company Law Board for convening general body meeting under Section 186 of the Company Act and a committee of creditors was constituted for safe guarding the interest of the creditors of the company as well as the assets of the respondent -Company. It has been claimed that the petitioner -firm was also one of the active member and used to attend the meetings of the said Committee. The Committee of creditors stated to have invited the present directors of the respondent -Company to take over reins of the company along with all its assets and liabilities. On 28.12.1997, the present directors took over the respondent -Company and a Memorandum of Understanding was also signed for the effective revival of the Company. It has been claimed that all the creditors including the petitioner -firm agreed to accept the amount as offered by the respondent -Company in full and final settlement of their claim. The petitioner -firm is stated to have received a sum of Rs. 3,00,000/ - out of total dues of Rs. 5,51,716/ - through Demand Draft No. 654282, dated 18.3.1998. The respondent -Company has specifically denied that it is liable to pay any amount to the petitioner -firm and it has been claimed that the petition is liable to be dismissed. The respondent -Company has also furnished various facts and figures in relation to losses suffered by it and thereafter increase in its turnover etc., to show its bona fide that despite adverse financial position it has made payments to various creditors including the petitioner -firm.;
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