TaxTMI 
TaxTMI 
2011 (4) TMI 1204
X X X X Extracts X X X X
X X X X Extracts X X X X
.... another automobile Company in the Sagar Suri Group of Companies by the name of M/s. Delhi Automobiles Ltd. which was also selling Maruti cars. In order to make quick and easy money the Directors of GAL started accepting inter-corporate deposits/loans of huge amounts from various parties against the security of bookings of Maruti cars during the nineties when Maruti cars were selling like hot cakes. During those good old days over hundred crores were stated to have been collected by GAL from various parties. It now appears that that money was collected without any intention of paying back to the investors/depositors. When the depositors/investors asked for refund of their money they were not paid back by GAL and so they started approaching Maruti Udyog Ltd. for getting back their money since their deposits were secured by the Maruti bookings. At that time Maruti Udyog Ltd. appears to have come to know that the bookings of Maruti vehicles against which GAL had collected crores of rupees from the market in the form of inter-corporate deposits/loans were non-existent and not genuine ones. So, it objected to GAL about the means adopted by it for collecting money from the market by putt....
X X X X Extracts X X X X
X X X X Extracts X X X X
....rt for winding up of GAL. Company Petition No. 161/97 of M/s. Rocksmelt Company(India) had been treated as the lead case. When notice of C.P. No. 161/97 was given to GAL it had entered appearance and right from the beginning not only GAL had started coming out with proposals for liquidating the liabilities of its creditors but M/s. Delhi Automobiles Ltd. also came forward to re-pay the debts of GAL so that GAL was not wound up by the Court. Now, it also appears that proposals and assurances given by GAL as well as Delhi Automobiles Ltd. during the pendency of winding up proceedings to avoid passing of order of its winding up and to save the reputation of Sagar Suri Group of Companies were never intended to be honoured by the Directors of both those Companies. That is evident from the orders passed in the matter on different dates. The relevant portions of those orders are re-produced below: 20-1-1998 "Learned counsel for the petitioner states that the price of the land which has been offered as security by the respondent is merely Rs. 200 to Rs. 300 per square metre and not Rs. 4,000 per square metre as mentioned in the proposal of the respondent. Learned counsel for the peti....
X X X X Extracts X X X X
X X X X Extracts X X X X
....lties which are being faced by the respondent. He further states that he is also conscious of the fact that the chairman of M/s. Delhi Automobiles on 2nd February, 1998 had made a statement in this Court that he had authority to state on behalf of M/s. Delhi Automobiles Limited that efforts were being made to sell the property of M/s. Delhi Automobiles located at 1, Sikandara Road, New Delhi so that the liability of M/s. Ganga Automobiles Limited towards its creditors could be liquidated but on 3rd February, 1998 the Chairman of M/s. Delhi Automobiles Limited had stated that he did not have the authority of the Board to make any statement with regard to 1, Sikandara Road, New Delhi. Learned counsel further states that despite the circumstances which are against the respondent, he would pray that the respondent be given an opportunity till 21st of May, 1998 to make the payment to all the creditors who are before this Court and in the event of the payments not being made by the said date, the company be deemed to have been wound-up and the Official Liquidator attached to this Court be deemed to have been appointed as the Liquidator of the Company. Learned counsel for the petitioners ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....des the above statement, learned counsel for the respondent submits that the dispute between M/s. Gujarat Lease Financing Ltd. and the respondent company with regard to the question of liability could be resolved by appointing a Chartered Accountant to go into the question as to whether liability of the respondent towards the petitioner is Rs. 4.60 crores or is Rs. 17 lakhs. He further submits that the dispute between M/s. Goyal MG Gases Limited and the respondent stands referred to an arbitrator. Learned counsel also submits that the dispute between M/s. Poysha Oxygen Pvt. Ltd. and the respondent has also been referred for arbitration. Learned counsel for the respondent says that the liability of the respondent towards M/s. Rajeev Goel Architects Pvt. Ltd. will be notified to the petitioner. He states that the respondent will calculate the interest payable to each of the petitioners on the admitted rate of interest and will file a schedule of payment. Learned counsel for the respondent submits that Mr. Mukhinder Singh, a director of the respondent company, will give a statement that he will abide by the statements and undertakings given on behalf of the respondent, and in the even....
X X X X Extracts X X X X
X X X X Extracts X X X X
....the counsel, appearing for the respondent company, Mr. Ravinder Sethi, Senior Advocate made a statement that despite the circumstances against the respondent company an opportunity till 21st May, 1998 for making the payment of all the creditors (who are before this Court) be given and in the event of the payment not being made by the said date, the company be deemed to have been wound up and the Official Liquidator attached to this Court be deemed to have been appointed as the Liquidator of the Company. To this statement of counsel for the respondent, petitioners expressed no objection for passing of the order of deemed winding up. Accordingly, having regard to the statement of counsel for the respondent company and of the petitioners, this Court passed the order that if the liability or the debts of the creditors who filed petition before this Court was not discharged by the respondent company before 21st May, 1998, the company would be deemed to have been wound up and the Official Liquidator attached to this Court would act as the Liquidator of the company. It was in this background that the order of attachment and sale of the property bearing No.1, Sikandara Road, New Delhi was ....
X X X X Extracts X X X X
X X X X Extracts X X X X
...., the respondent company paid a sum of Rs. 15 lakhs in this Court vide two cheques. Today again another cheque of Rs. 5 lakhs has been deposited in this Court. Thus as against two instalments which have become due amounting to Rupees eighty lakhs, the respondent company has been able to pay only twenty lakhs. There is thus a breach in the undertaking given by the respondent company through its counsel as well as of its Director, Mr. Mukhinder Singh. This Court vide order dated 22nd May, 1998 made it absolutely clear that in case there would be a breach of the payment schedule the deemed winding up order would come into operation and the Official Liquidator appointed as Liquidator of the company would take over the assets of the company as well as of the Director, Mr. Mukhinder Singh who had by his undertaking made himself personally liable for the consequence arising from such a breach. Since there is a deemed winding up order operating against the respondent company and the Official Liquidator attached to this Court was appointed as the Liquidator of this company, the said order was kept in abeyance from time to time to enable the respondent company to pay up its debts. Number ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ereupon Court was to take the decision regarding disbursement. By entering into a private agreement it does not prove that the respondent has discharged its liability or that it has not committed breach of the undertaking given to this Court on 22nd May, 1998. For the reasons stated above, I order that the cheque deposited today in the name of the Registrar be encashed by the Registrar of this court, and therefore, FDR of this amount be taken out for a period of 46 days. Notice of contempt may also be issued to Mr. Mukhinder Singh, Ex-Director of the respondent company, returnable on 10th September, 1998. Counsel for the petitioners contend that in view of the order passed on 20th February, 1998, the property bearing No. 1, Sikandara Road, New Delhi which was attached to be sold under the supervision of this Court, be ordered to be sold. To this Mr. Girdhar Govind states that he would like to address argument. According to him his review application has yet not been disposed of. On his request, adjourned to 10th September, 1998." 4. GAL after the passing of the order dated 2-2-1998 regarding deemed attachment of the property at Sikandara Road had been contending before ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....l as M/s. Delhi Automobiles Ltd., had been getting the benefit of deferment of passing of winding up order against GAL because of false assurances/undertakings given on their behalf to the Court. The fact that M/s. Delhi Automobiles Ltd., did not pursue its application for review of the order dated 2-2-1998 clearly shows that its contention that Mr. G. Sagar Suri had no authority from its Board of Directors to make the statement which he had made before this Court on 2-2-1998 on oath and based upon which this Court had passed the deemed order of attachment of the property at 1, Sikandara Road was false. That is also evident from the fact that Mr. G. Sagar Suri himself had never come forward and filed any affidavit to the effect that he had wrongly claimed before this Court that he had been authorized by the Board of M/s. Delhi Automobiles Ltd. to make the statement in respect of its property at Sikandara Road. When this Court was moved by the petitioner in CP No. 161/97 for sale of property No. 1, Sikandara Road, New Delhi and by the Official Liquidator for rendering police assistance to it for taking over the physical possession of the said property, Mr. Girdhar Govind, the learne....
X X X X Extracts X X X X
X X X X Extracts X X X X
....by the petitioner in CP No. 161/97 and the Official Liquidator. 8. It is also significant to note that when the application of the Official Liquidator for getting police aid for taking over the possession of the property No. 1, Sikandara Road was being heard learned counsel representing the ex-management of GAL and M/s. Delhi Automobiles Ltd., had agreed to place on record the title deed in respect of the aforesaid property which was being sought to be sold. Accordingly, a photocopy of a registered sale deed dated 14-1-2003 executed by Shri G. Sagar Suri, as the attorney of the original owners of the said property, in favour of M/s. Delhi Automobiles Ltd., was filed. A perusal of this sale deed goes to show that on 2-2-1998, when Mr. G. Sagar Suri had made a statement in the present proceedings based upon which this Court had passed the order of deemed attachment of the said property he was holding proper power of attorneys in his favour by the erstwhile owners which had been executed in his favour after some settlement had been arrived at between M/s. Delhi Automobiles Ltd., and the erstwhile owners in a suit for specific performance which the said Company had filed against the....