1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO. 215 OF 1997 In the matter of winding up of M/s.Divya Chemicals Ltd. having its registered office at 165, Famous Studio Bldg., 1st Floor, Dr.E.Moses Road, Mahalaxmi (W), Mumbai 400 011. M/s.Videocon Leasing & Industrial Finance Ltd., a registered public limited company, having its office at 171-C, Mittal Court, Nariman Point, MUMBAI – 400 021. ...Petitioners WITH COMPANY PETITION NO. 648 OF 1998 ISPAT ALLOYS LIMITED, a Company incorporated under the Companies Act, 1956 and having its registered office at Balgopalpur- 756 020, Balasore, Orissa outside the aforesaid jurisdiction and interalia carries on business at and from 71-75, Mittal Tower, “C” Wing Nariman Point, Mumbai – 400 021 within the aforesaid jurisdiction. ...Petitioner WITH COMPANY PETITION NO.195 OF 2002 IN B.I.F.R. CASE NO.112 OF 1998 M/s.Divya Chemicals Ltd. ...Company 2 WITH COMPANY PEITION NO.884 OF 2002 Transport Corporation of India Ltd., a company incorporated under the Companies Act, 1956, having their Thane branch office at 318, Ajay Sagar, Opp.Balkum Fire Brigade, Kapurbavdi, Thane – 400 607 and regional office at Transport House, 128/B, Poona Street, Mumbai – 400 009. ...Petitioner ......... Ms.Manorama Mohanty i/b S.K.Srivastav & Co. for Petitioners. ......... CORAM:- A.M.KHANWILKAR, J. DATED :- JULY 3, 2009. ORDER : 1. These Petitions can be disposed of by common order, as the relief prayed for is with regard to the winding up of Respondent Company. In Company Petition No.215/1997, it is the case of the Petitioners that the Respondent Company is liable to pay amount of Rs.25,10,10,797/- (Rupees Twenty-five Crores Ten Lakhs Ten Thousand Seven Hundred Ninety- seven). Besides the said Petition, we also have Company 3 Petition No.195/2002 which arises from recommendation made by BIFR to wind up the Respondent Company in larger public interest on the finding that the Respondent is not a viable company. There is one more Petition which has been admitted by this Court for the same relief of winding up being Company Petition No.884/2002 in which the claim against the Respondent Company is of Rs.1,69,449/- (Rupees One Lakh Sixty-nine Thousand Four Hundred Forty-nine). The last Petition being Company Petition No.648/1998 is yet to be admitted. The claim involved in the said Petition is in the sum of Rs.44,88,465/- (Rupees Forty-four Lakhs Eighty-eight Thousand Four Hundred Sixty-five). 2. Reverting back to the first Petition being Company Petition No.215/1997, the case of the Petitioners is that the Petitioners had advanced a sum of Rs.16 Crores between 24th June 1994 to 2nd December 1994 to the Respondent Company from time to time. The said cheques were duly received and encashed by the Respondent Company but the company failed to issue non-convertible debentures to the Petitioners therein. It 4 is the case of the Petitioners that the Respondent promised to pay the said amount of Rs.16 crores with interest thereon @ 20% per annum from the date of receipt of the amounts till payment. The Respondent Company eventually admitted its liability in the principal capitalised sum of Rs.22,35,69,893/- (Rupees Twenty-two Crores Thirty-five Lakhs Sixty-nine Thousand Eight Hundred Ninety-three) as due and payable to the Company as on 1st August 1996. In spite of repeated reminders, the Respondent Company failed to pay the outstanding amount which forced the Petitioners to issue statutory notice. Even after issuance of statutory notice, which is duly served on the Respondent Company, the amount remained unpaid, as a consequence of which, present Petition came to be filed on 14th March 1998. The Petition has been admitted in terms of order dated 6th February 2002. As aforesaid, during the pendency of this Petition, recommendation has been received from BIFR to wind up the Respondent Company in the larger public interest. Besides, the said recommendation, there are other two Petitions instituted against the Respondent Company for the same relief of 5 winding up. No reply has been filed to counter the assertions made by the Petitioners in the first Petition. The claim of the Petitioners is supported by documentary evidence. The amount payable by the Respondent Company is quite substantial. It necessarily follows that the Company is unable to pay its debt. Besides the claim of the Petitioners in first Petition, even the BIFR has examined possibility of rehabilitation of the Respondent Company and has opined that it was appropriate to wind up the Respondent Company in larger public interest. 3. Taking overall view of the matter, the Petition therefore deserves to be allowed. The same is therefore made absolute in terms of prayer clauses (a) and (b). 4. As the first Petition is allowed, no further orders are required in the companion Petitions. The same are also disposed of. (A.M.KHANWILKAR, J.)