IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.827 OF 2007 B.I.F.R. ...Petitioner V/s. M/s.Hindustan Transmission Products Ltd. ...Respondent WITH COMPANY PETITION NO.327 OF 1997 M/s.Jaipur Golden Transport Co.Ltd. ...Petitioner V/s. M/s.Hindustan Transmission Products Ltd. ...Respondent WITH COMPANY PETITION NO.870 OF 1999 M/s.Intec Polymers Ltd. ...Petitioner V/s. M/s.Hindustan Transmission Products Ltd. ...Respondent ...... CP/827/2007 - Suo Moto Petition. Mr.Santosh Singh i/b Mr.Gabriel Pillai for Petitioner in CP/870/1999. Mr.B.B.Gore i/b Mr.P.G.Lad for Respondents. : 2 : ...... CORAM: A.M.KHANWILKAR, J. CORAM: A.M.KHANWILKAR, J. CORAM: A.M.KHANWILKAR, J. MARCH 27, 2008. MARCH 27, 2008. MARCH 27, 2008. P.C. P.C. P.C. 1. Heard Counsel for the parties. Counsel appearing for the Respondent Company submits that no instructions are forthcoming, for which reason, he is not in a position to make any submission on behalf of the Respondent. 2. Be that as it may, insofar as Company Petition No.827 of 2007 is concerned, that is instituted on the basis of recommendation of the BIFR in its order dated 5th August 1999 that the Respondent Company deserves to be wound up having regard to the fact that the net worth of the Company has totally eroded and it is not possible to revive the Company. Insofar as that opinion recorded by the BIFR is concerned, I am entirely in agreement with the said opinion. The said opinion is founded on the basis of the materials considered by the BIFR which would clearly establish that the : 3 : revival of the Respondent Company was impossible. I am in agreement with the view of the BIFR that net losses of the Company have far exceeded the net worth of the Company and it was not likely that the financial obligations of the Company would be discharged so as to revive the Company in a reasonable period. The record which was considered by the BIFR indicates that the capital of the Company aggregated Rs.305.16 lakhs, the balance share capital held by Banks (1.15%) and public (83.89%). The Company, however, had taken financial assistance from financial institutions aggregating Rs.1361.73 lakhs as on December 15, 1995. In addition, had taken loan assistance of 1086.59 lakhs from Punjab National Bank as on 30th November 1995. All relevant aspects have been taken into account by the BIFR including that the debtors of the Company of Rs.29.09 crores were also at high risk. Thus, keeping all these aspects in mind, the BIFR recommended winding up of the Company. 3. This Court on receipt of the report directed registration of the Company Petition as : 4 : suo-moto proceedings. Inspite of service, the Respondent has not chosen to give instructions to the Advocate who is appearing on behalf of the Respondent nor has filed any reply affidavit to counter the opinion recorded by the BIFR which is substantiated from the materials referred to and relied upon by the BIFR. The Respondent was expected to state on affidavit that after the opinion was recorded by the BIFR as back as in 1999 subsequent developments would permit the revival of the Respondent Company. That stand is not forthcoming. As a result, I have no hesitation in taking the view that the Respondent Company deserves to be wound up with immediate effect. 4. Besides, the said Company Petition, there are other two Company Petitions filed against the Respondent Company for winding up of the Respondent Company. In Company Petition No.327 of 1997, the claim of the Petitioner is in the sum of Rs.8,88,080.83 arising out of the value of goods sold delivered and supplied to the Respondent from time to time as requested by the Respondent. The Petitioner has asserted that at no point of time, : 5 : the Respondent questioned the quantity, quality or price of the goods so supplied. As the amount remained outstanding instead of repeated reminders, the Petitioner eventually issued statutory notice which was duly served on the Respondent. The Respondent did not bother to send reply to the statutory notices nor pay the outstanding dues. As a result, Petitioner was forced to file present Company Petition praying for winding up of the Respondent Company. 5. The Petition remained pending for some time as the BIFR proceedings in respect of the Respondent Company was stated to be pending. As is observed earlier, the BIFR has finally recommended winding up of the Respondent Company. Accordingly, the Petition proceeded further. The Respondent inspite of service, did not choose to file reply affidavit to counter the claim of the Petitioner in this Petition. It necessarily follows that the Respondent failed and neglected to pay the outstanding dues and is unable to pay its dues. 6. Similar position arises in Company : 6 : Petition No.870 of 1999, in which Petitioner claims outstanding dues to the extent of Rs.59,52,583.94 arising out of goods, sold, delivered and supplied. Even in the said Petition, it is asserted that the Respondent failed and neglected to pay the amount inspite of statutory notice which was duly served on the Respondent. Even in this Petition, the Respondent was duly served before admission but has not chosen to file reply affidavit to counter the assertions made in the Petition. In this view of the matter, I have no hesitation in concluding that the Respondent is unable to pay its debt. 7. Accordingly all the three Petitions are allowed. It is ordered that the Respondent Company be wound up with immediate effect. The Official Liquidator to take over the assets and property of the Company forthwith and discharge all duties in terms of the provisions of the Companies Act to effectuate the order of winding up. A.M.KHANWILKAR, J.