1992 (12) TMI 173 - HC - Companies Law

Court appoints provisional liquidator for company over manipulation and fraud allegations, safeguards assets with interim injunction.

Darshan Anilkumar Patel Versus Gitaneel Hotels (P.) Ltd.

Darshan Anilkumar Patel Versus Gitaneel Hotels (P.) Ltd. - [1994] 81 COMP. CAS. 805 (BOM.) Issues Involved:1. Appointment of a provisional liquidator.2. Allegations of manipulation, fraud, and jeopardy to company assets.3. Dispute over shareholding and management between two groups.4. Validity and impact of various transactions on company assets.5. Legal principles and jurisdiction concerning provisional liquidator appointment.6. Bona fides of the petition for winding up.Detailed Analysis:1. Appointment of a Provisional Liquidator:The court considered an application for the appointment of a provisional liquidator for the respondent company pending the hearing and final disposal of the winding-up petition. The court noted prima facie evidence suggesting manipulation, fraud, and acts jeopardizing the company's assets by certain respondents.2. Allegations of Manipulation, Fraud, and Jeopardy to Company Assets:The court found that respondents Nos. 2, 5, and 8 had appropriated valuable company assets for personal gain, causing serious prejudice to the company and minority shareholders. Specific transactions, such as agreements dated September 17, 1986, and October 4, 1990, were scrutinized. The court found the supplemental agreement of October 4, 1990, grossly unfair and prejudicial, indicating lack of probity.3. Dispute Over Shareholding and Management Between Two Groups:The company was described as a domestic company with shares held by family members divided into two groups: the Jalgaon group (minority) and the Bombay group (majority). The court acknowledged ongoing disputes and litigations between these groups, affecting various partnership firms and companies. The court noted that the Jalgaon group had substantial shareholding but no representation on the board of directors.4. Validity and Impact of Various Transactions on Company Assets:The court examined several transactions, including purported sales and leases of company property to members of the Bombay group. Transactions dated May 22, 1992, and June 1, 1992, were found to be bogus and acts of manipulation. The court concluded that these transactions were intended to misappropriate company assets.5. Legal Principles and Jurisdiction Concerning Provisional Liquidator Appointment:The court discussed the legal framework under Section 450(1) of the Companies Act, 1956, and Rule 106 of the Companies (Court) Rules, 1959. It was held that the court has the jurisdiction to appoint a provisional liquidator at any time after the presentation of a winding-up petition if a strong prima facie case is made out. The court rejected the preliminary contention that the application was premature or that such an appointment required the company's consent.6. Bona Fides of the Petition for Winding Up:The court considered whether the petition for winding up was filed bona fide. The court found that the petition was legitimate and within the legal framework, and not intended to ruin the company. Offers made by the Bombay group to purchase shares from the Jalgaon group were seen as attempts to undervalue the shares.Conclusion and Orders:The court made the judge's summons absolute, appointing the official liquidator as the provisional liquidator with specific directions. The official liquidator was directed to take possession of certain company properties and maintain the status quo. The court also imposed an interim injunction and directed that no one should operate the company's bank accounts without leave of the court until the official liquidator takes charge. The court scheduled further hearings and directed the production of current books and minutes of the company for inspection.