THE HON'BLE SRI JUSTICE B.SESHASAYANA REDDY COMPANY PETITION No.15 of 2009 Date: 22.4.2010 Between: K.Ravi Teja Chakravarthy, Gaddiannaram, Hyderabad. Petitioner And M/s.Spears Marketing Limited, Hyderabad. Respondent THE HON'BLE SRI JUSTICE B.SESHASAYANA REDDY COMPANY PETITION No.15 of 2009 ORDER: This petition has been taken out under Sections 433 (e), 434 (1)(a), 439 1(b) of the Companies Act, 1956 by K.Ravi Teja Chakravarthy seeking a direction to order winding up of M/s.Spears Marketing Limited-respondent. The respondent-company was originally incorporated as M/s.Spears Marketing Private Limited on 10.12.2001 under the provisions of the Companies Act, 1956. Later changed its name as M/s.Spears Marketing Limited on 14.2.2009. Its registered office is at Door No.8-2-103/1, Karmanghat, Near Nagarjunasagar Road, Hyderabad. The authorized share capital of the respondent- company as per the latest balance sheet is Rs.11,00,00,000/- divided into 1,00,00,000 equity shares of Rs.10/- each. The issued, subscribed, paid up capital is Rs.3,00,00,000/- divided into 30,00,000 equity shares of Rs.10/- each. The main objects of the respondent- company are to carry on the business of establishing and running super markets, hyper markets, malls to market all kinds of commodities etc., which are more fully described in para No.5 of the petition. The petitioner has been working as a Software professional and has worked in England till December, 2007. The respondent-company through its Managing Director has approached the petitioner through a common friend and sought a hand loan of Rs.3,50,000/- during the month of February, 2008. On 18.2.2008, the respondent- company borrowed Rs.3,50,000/- from the petitioner. The Managing Director of the respondent-company executed promissory note dated 18.2.2008. Despite repeated requests, the respondent-company failed to repay the money. The petitioner issued a statutory notice dated 27.1.2009, which did not yield any fruitful results. The respondent -company issued a reply dated 30.1.2009 requesting time to repay the amount due to the petitioner. There being no payment, the petitioner approached this Court seeking the relief as stated supra. Notice before admission came to be ordered on 15.4.2009. The respondent entered appearance and filed counter. Subsequently, the company petition came to be admitted on 27.10.2009. Thereafter, the respondent did not choose to participate in the proceedings. The learned counsel appearing for the respondent- company reported no instructions. Subsequently, the respondent did not choose to participate in the proceedings. On behalf of the petitioner, he got himself examined as P.W.1 and marked three documents as Exs.P1 to P3. Ex.P1 is the Promissory Note dated 18.2.2008, Ex.P2 is the Legal Notice, dated 27.1.2009 and Ex.P3 is the Reply Notice dated 30.1.2009. It is the evidence of P.W.1 that the respondent-company barrowed Rs.3,50,000/- on 18.2.2008 and executed Ex.P1 promissory note. Despite repeated requests, the respondent-company failed to repay the amount due under the promissory note dated 18.2.2008. On the notice issued to the respondent- company calling upon to repay the amount due, the respondent-company got issued reply seeking time to repay the amount. Even after lapse of nearly an year, the respondent-company failed to discharge its liability. Therefore, I am of the view that the respondent-company has become commercially insolvent. In the circumstances, I order winding up of the respondent company. Accordingly, the Company Petition is allowed. Notice of the order for Widening up of M/s.Spears Marketing Limited, Hyderabad shall be sent forthwith to the Official Liquidator in Form No.50 under Rule 109 of the Companies (Court) Rules 1959 enclosing a copy of the petition and affidavit filed in support of the petition. Pursuant to Rule 114, the Official Liquidator shall forthwith take into his custody or under his control all the properties and effects and the books and papers of the company and shall take necessary steps for that purpose. The order for winding up shall be drawn up in Form No.52 and two certified copies thereof shall be sent as per Rule 111 to the Official Liquidator. The Official Liquidator shall cause a sealed copy of the order served on the company as required by subrule (2) of Rule 111 and also serve true copy of the order on the Managing Director of the company by prepaid registered post. The order for winding up of the company shall be advertised by the petitioner in Form No.53 in English daily of ‘Deccan Chronicle’ (Hyderabad Edition) and Telugu daily of ‘Andhra Prabha’ within 14 days. The petitioner shall deposit a sum of Rs.15,000/- with the Official Liquidator towards incidental expenses within four weeks. ______________________________________ JUSTICE B. SESHASAYANA REDDY Date:22.4.2010 mrb