Karnataka High Court M/S Ganayantrika Systems Pvt Ltd vs M/S Infodesk Technologies Ltd on 24 July, 2013 1 DATED THIS THE 24th DAY OF JULY 2013 BEFORE THE HON'BLE MR. JUSTICE DILIP B BHOSALE COMPANY PETITION NO.141/2005 & C.A.NO.1618/2006 IN COP NO 141/2005 BETWEEN 1. M/S GANAYANTRIKA SYSTEMS PVT LTD NO.16, II A CROSS, SBI COLONY 3RD BLOCK, KORAMANGALA BANGALORE 560034 REP. BY ITS MANAGING DIRECTOR SHANKAR PANDIT 2. SRI SRIKANT PANDIT S/O SHANKAR PANDIT AGED ABOUT 50 YEARS NO.55/B, 1ST MAIN ROAD ELECTRONIC CITY, HOSUR ROAD BANGALORE 3. SRI ANANT PANDIT S/O SHANKAR PANDIT AGED ABOUT 45 YEARS NO.55/B, 1ST MAINROAD ELECTRONIC CITY, HOSUR ROAD BANGALORE 4. SMT CHITRA PHADNIS W/O L.VASUDEVA RAO AGED ABOUT 38 YEARS 2 NO.404, SOBHA OPAL APARTMENTS 18TH MAIN, 39 TH CROSS JAYANAGAR, 4TH T BLOCK BANGALORE 560041 ... PETITIONERS/APPLICANTS (BY SRI LOMESH KIRAN, ADV., FOR M/S INDUS LAW) AND M/S INFODESK TECHNOLOGIES LTD A COMPANY INCORPORATED UNDER THE COMPANIES ACT 1956 HAVING ITS REGISTERED OFFICE AT NO.1/1 MILLERS ROAD, BANGALORE 560052 ... RESPONDENT (BY SRI H MUJTABA, ADV.,) PROPOSED RESPONDENT IN C.A.NO.1618/2006 IN COP NO 141/2005 PCS INFODESK POSITIONING SYSTEMS PVT LTD S NO.1A, F1 IRANI MARKET COMPOUND YERAWADA PUNE 411 006 ...IMPLEADING APPLICANT (BY SRI DHYAN CHINNAPPA, ADV., FOR M/S CRESTLAW PARTNERS) THIS COP FILED U/S.433(E) & (F) OF THE COMPANIES ACT, 1956 PRAYING TO WIND UP THE COMPANY M/S.INFODESK TECHNOLOGIES LIMITED UNDER THE PROVISIONS OF THE COMPANIES ACT, 1956. THIS C.A 1618/2006 FILED UNDER RULES 6 AND 9 OF THE COMPANIES COURT RULES 1959 PRAYING TO IMPLEAD THE COMPANY MENTIONED IN THE APPLICATION AS RESPONDENT No.2 IN THE INTEREST OF JUSTICE AND EQUITY. 3 THIS COP & CA COMING ON FOR FINAL HEARING, THIS DAY, THE COURT MADE THE FOLLOWING: PC: The petitioners, in this company petition, under Section 433 (e) and (f) of the Companies Act, 1956 (for short "the Act"), seek winding up of the respondent company. Petitioners claim to be the creditors of respondentcompany. 2. The respondentcompany was incorporated in December 1994 as a Private Limited Company and was subsequently converted into a Public Limited Company. Mr.Pratap Hegde and Mrs.Vandana Hegde are the Promoters and Directors of the respondentcompany. One PCS Info Desk Positioning Systems Pvt. Ltd. (for short "PCS') are the purchasers of software belonging to the respondentcompany. The sale of software triggered the differences between the petitioners and the respondent company. 4 3. There was a loan agreement dated 20th July 2003 between petitioner No.1M/s.Gnanyantrika Systems Pvt. Ltd. (for short "GYS") and respondentcompany. As per the said agreement, not only petitioner No.1, but all four petitioners advanced a sum of Rs.1,35,19,202/ to the respondentcompany. As stipulated in the loan agreement, the respondentcompany was liable to repay the loan on or before 31st December 2005. 3.1. The GYS had agreed to extend a term loan facility to the respondentcompany for meeting their working capital and other requirements on certain terms and conditions, as reflected in the loan agreement. As per the loan agreement the GYS was supposed to syndicate loan from petitioners2 to 4. The respondentcompany had agreed to pay an interest at the rate of 7% p.a. plus applicable interest tax under the agreement. They had also agreed to utilize the loan for working capital and as 5 approved capital expenses only and that they would furnish to GYS, at periodic intervals, a statement showing the manner in which monies had been utilised. The respondentcompany was also to keep the GYS promptly informed about every resolution passed/intended to be passed and all other material developments affecting or having effect on operations of the company. 3.2 As per the loan agreement, a sum of Rs.1,35,18,202/ was advanced/disbursed to the respondentcompany. The said loan was paid by petitioner Nos.1 and 2 to 4. The breakup of the amounts advanced by the petitioners is as follows : Rs.24,92,593/ was paid by GYS, Rs.95,26,609/ was paid by petitioner No.4 and Rs.15,00,000/ was paid by petitioner No.3. As per the loan agreement, the petitioners had agreed to extend a term loan facility upto Rs.150 lakhs. Petitioner No.2 had not advanced