M.Y.EQBAL,J. - (1.) THIS appeal under Rules 6 and 9 of the Companies (Court) Rules, 1959 read with Clause 10 of the Letters Patent is directed against the Judgment and order dated 27.9.95 passed in Company petition No. 1/92R whereby the learned Single Judge allowed the petition and ordered that the company -respondent No. 1 be wound up and further directed the Registrar and the official liquidator of the Company to proceed in terms of Section 454 of the Companies Act.
(2.) PETITIONERS -respondent Nos. 1 and 2 filed a company petition purported to be under Sections 433, 434 and 439 of the Companies Act, 1956 for winding up the appellant -Company and for appointment of official liquidator for the purpose of liquidating the company and for taking possession of the assets of the company and further for a direction restraining respondent No. 3. Bihar State Financial Corporation to auction the appellant -Company unless the Corporation exonerates the petitioners - respondent Nos, 1 and 2 from all liabilities and guarantees executed by them. Petitioners -respondents' case, inter alia, was that they are the share holders of the appellant -Company which was incorporated with an authorised capital of Rs. 10 lacs which was divided into equity shares of Rs. 100 each. It was alleged that the promoter and Directors were Sri G.P. Agrawal having 10 shares. Smt. Veena Agrawal having 10 shares and the petitioner, Sri I.E. Bugli. having 10 shares. They accordingly invested money proportionately. It appears that for running the company, loan was taken from the respondent -Bihar State Financial Corporation which was to be repaid by the Company at the tune of Rs. 27.06,844.00 paise. For the said term loan all the three promoter Directors gave personal guarantees. Additionally similar guarantees were given in cash credit arrangements with Canara Bank to a limit of Rs. 12 lacs. It was alleged that Mr. G.P. Agrawal without having any proper information to the petitioners was calling meetings and also sacked the statutory auditors of the Company and appointed another company for the audit purpose. It was further alleged that Mr. G.P. Agrawal also brought in some cf his friends in the affairs of the Company on the plea of overcoming certain pressing over dues of the BSFC, without the knowledge of the petitioners. It was further alleged that Mr. Agrawal resorted to dubious method and attempted to throw out the petitioners as Directors of the Company and changed the completely appointment of petitioner No. 2. M.T. Bugli as Director of the Company. The petitioners further alleged in the company petition that Mr. G.P. Agrawal made certain allotment of shares to some persons who were all Agrawals and his kith and kin.
(3.) BIHAR State Financial Corporation appeared and filed counter affidavit seriously opposing the application for winding up the Company on the ground that the said petition was not maintainable inasmuch as it was the private dispute inter se the partners. It was further stated that the outstanding balance in the account of the Company as on 31.8.93 was Rs. 61,529,18/ - in one account and Rs. 44,50.538.95 in the second account and the petitioners and other Directors had given personal guarantees and they cannot deny the liability and take action to wind up the Company.;