SANDHAWALIA,J. - (1.) MESSRS . Delhi Automobiles Private Ltd. has preferred this petition praying that Messrs. Maruti Ltd. be wound up under sections 433 and 439 of the Companies Act, 1956. It has been averred that the petitioner is a shareholder of Messrs. Maruti Ltd. (hereinafter referred to as "the company") incorporated under the Companies Act, 1956, as a public company limited by shares. The registered office of the company is situated at the Palam-Gurgaon Road in the district of Gurgaon and the nominal capital thereof was rupees ten crores whilst the capital subscribed and fully paid up was rupees three crores only. The object for which the company was established was primarily the manufacture of cars as also other objects set out in detail in the memorandum of association thereof. It has been alleged that it was now well known that the company has huge liabilities amounting to rupees six crores which it is entirely unable to meet and there is a scramble amongst its creditors to secure their debts. It is the case that the company has not been able to manufacture any cars for sale to the public which was its primary object and further owing to the commercial insolvency and various other adverse factors (which have not been specified) its business was completely paralysed and is at a standstill. It has been averred that a large number of the workmen and the former employees of the company had left their posts and there was no prospect at all of the business being resuscitated.
(2.) LASTLY , it has been averred that though the company had no liquid assets, it nevertheless possesses enough valuable assets which, if properly disposed of in a fair manner, were expected to be sufficient for payment to all its creditors and leaving a substantial amount available for distribution amongst its contributories. On the grounds aforesaid, it has been prayed that it is just and equitable that the company should be wound up. In the reply dated the 28th June, 1977, filed on behalf of the company, the averment in paragraph 1 of the petition has been stated to merit no reply whilst paragraphs 2 to 5 have been admitted. With regard to paragraphs 6 and 7 it is stated that it is not possible to verify the shareholdings of the petitioner in view of the fact that the records of the company were sealed under the orders of this court. It has been further averred that the relevant account and other records of the company for the past two years commencing from May, 1975, up to date had been taken away and impounded on the 26th to 28th May, 1977, by the Central Bureau of Investigation in connection with certain enquiries in Case No. R. C. 5/77, whilst the rest of the record has been sealed under the orders of the High Court dated the 25th of June, 1977. On the basis of an affidavit of the secretary and his recollection of the matter it is averred that the liabilities of the company would roughly amount to about Rs. 565 lakhs against the assets of about Rs. 534 lakhs. This, however, does not include the value of 297 acres of land owned by the company which cannot be sold without the permission of the Government of Haryana. It is admitted that due to the paucity of funds it is not possible to make payments to the various creditors. With regard to paragraph 8 it has been specifically admitted that the company has not been able to manufacture cars for sale to the public. It has then, in terms, been conceded that the business of the company has completely collapsed and most of the skilled labour has already left its employment and that it will not be possible for the company to resume manufacturing activity easily. Lastly, it is the stand that it is not possible to ascertain the exact value of the assets of the company but according to the respondent it appears that the assets of the company might ultimately meet the demand of the creditors if the same are disposed of in a proper manner and if, in particular, distress sales are avoided.
(3.) IN response to the general notices published in the wake of the winding up petition, affidavits have also been filed on behalf of the Union of India and the State of Haryana. Therein it has, inter alia, been mentioned that under the Commissions of Enquiry Act the Central Government has appointed a commission of enquiry vide notification dated the 30th of May, 1977, to enquire into the various matters relating to Messrs. Maruti Ltd. and its allied concerns.;