2004 (3) TMI 798

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....ndia Private Limited (the company). 2. The company was incorporated in 1973. The main business of the company was dealership/agents for Gleason Work, USA. The Agency was terminated in 1995/1996 and thereafter the company has not generated any new business and the income of the company consists of only interest on bank deposits and commission on residual contracts. The main complaints of the petitioners are that the respondent directors, by inflating the expenses of the company are siphoning of funds of the company and also they have been disposing of the valuable assets at throw away prices without any transparency giving rise to a strong presumption that there had been underhand dealings. Further, according to the petitioners, a sum of ....

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....these properties is concerned, as alleged by the petitioners. As far as writing back a sum of over Rs. 47 lacs is concerned, a sum of about Rs. 71.45 lacs was payable by the company to M/S Gleason Works and the company was to receive a sum of about Rs. 24 lacs from M/S Gleason. Since M/S Gleason had not reconciled its books of accounts, the company decided to set off the aforesaid entire sum of sundry debtors being bad debts against the part of the aforesaid sundry creditors thereby reducing the sundry creditors to the extent of the Rs. 47 lacs. Since the claim had become time barred, this amount was written of in the year 2002 after receiving legal advice. With this amount so written off, the company could declare an interim dividend of Rs....

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....executed powers of attorney in favour of Shri R.D. Pawar. From the letter of Shri Pawar at Annexure R-1, it is evident that the petitioners did not wish to continue as shareholders and they had desired to sell their shares. When a meeting took place between Shri Pawar and respondents, it was suggested to him that the petitioners could move a resolution for voluntary winding up of the company in case they did not wish to continue as members. This is the provocation for filing this petition. None of the allegations made in the petition would warrant an investigation into the affairs of the company. All the annual accounts have been approved by the shareholders wherein the expenses incurred by the company have been clearly shown and audited. A....