High Court of Judicature at Allahabad
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In The Matter Of M/S Vidaini Engineers Ltd. - COMPANY PETITION No. 125 of 1998  RD-AH 18019 (19 October 2006)
Court No. 30
COMPANY PETITION NO. 125 OF 1998
In the matter of
Fortis Financial Services Ltd
Hon'ble Sunil Ambwani, J.
1. The orders dated 9.5.2006 passed in connected Company Petition No. 135 of 1998; 13.7.2006 and 5.9.2006 are quoted as below;
"Shri K.N. Mishra appears for the petitioner-company.
The company was wound up by a separate order passed in company petition No. 125 of 1998 on 12.1.2006. Since the winding up order enures to the benefit of all the creditors, this company petition was also disposed of. The application for recall of the order dated 20.3.2006 and the application for advertisement have as such become infructuous and are accordingly dismissed.
This company petition was required to be connected with company petition No. 125 of 1998. The office is directed to explain as to why both the petitions have not been connected and listed together.
The Official Liquidator has filed a report No. 1000 of 2006 stating that when his staff went to take possession of the assets of the company, they were informed that the company was sold out in the year 2001 by S.D.M. Chhata, District mathura in an auction to Shri Subhash Chand Jain & Naresh Chand Jain resident of 75, Gandhi Nagar, Agra. They have in turn sold it to M/s Piyush Colonizers Pvt. Ltd. Through its Director shri Anil Goyal, situated at S.C.O. No. 7 and 8, Ground Floor, Krishna Palace, Neelam Fly Over, Section-20, B.N.I.T. Faridabad (Haryana) vide sale deed dated 18.10.2005. The Tehsildar confirmed the auction.
Notices sent under Section 456 and 468 of the Companies Act to seven Ex-Directors have returned back unserved.
An application under Section 454 (5) has been filed in company petition No. 125 of 1998. The Ex-Directors are stated to be residing at Bangalore, New Delhi and Mumbai.
Let fresh notices be sent to them by registered post, failing which the Court will take cognizance of the offences under Section 454 (5) of the Act and shall be constrained to issue bailable warrants against them.
List on 06.7.2006.
"The company was wound up on 12.1.2006. The notices sent to the Ex Directors have not returned back. The ''Statement of Affairs' has not been filed.
In the order dated 9.5.2006, it was observed that the assets of the company were sold out by the Tehsildar in an auction which has been confirmed. It was also observed that if the ''Statement of Affairs' is not filed, the Court will take cognizance on the application of the Official Liquidator and issue bailable warrant. The office has again reported that the notices sent afresh have not returned back either delivered or undelivered. Under the Rules of the Court, these notices shall be treated to be served on the Ex Directors. Under Section 454 of the Companies Act 1956, the ''Statement of Affairs' has to be filed within 21 days. Now since the ''Statement of Affairs' has not been filed, nor no one has put in appearance to show cause, the Court takes cognizance of the offences under Section 454 (5) of the Companies Act 1956 committed by the Ex Directors.
Let bailable warrants be issued to the Ex Directors for securing their presence in the Court on 29.8.2006. In case, in the meantime, the ''Statement of Affairs' is filed, the bailable warrants shall stand discharged.
List on 29.8.2006
"The company was wound up on 12.1.2006. The notices sent to the Ex Directors have not returned back. The Statement of Affairs has not been filed. The Court took cognizance of the offence under Section 454 (5) of the Companies Act, 1956 and directed the notices to be issued against the Ex directors. The Bombay Police as well as the Delhi Police has informed that the Directors left the premises and the houses are locked. The notices have not yet returned back from Bangalore.
The Official Liquidator informs that the Tehsildar Chhata has given information that the entire movable and immovable properties of the factory of the Company (In liquidation) was sold in auction for Rs. 27,55,000/- which has been appropriated towards the dues of trade tax declared and other miscellaneous dues. The letter was received on 21.3.2006. One Sri V.P. Misra has informed that Maj. General Dinesh Chandra Misra, M.C. (Retd.) passed away on 26.7.1999 and enclosed copy of death certificate with the letter dated 17.3.2006. The last balance sheet available with the Official Liquidator as on 31.3.1998 shows secured loans of Rs. 17.75 crores and sundry creditors of Rs. 28.29 crores. The loans as on that date were 46.04 crores.
In the absence of the statement of affairs of the Ex Directors, the Official Liquidator cannot effectively liquidated the company. The balance sheet discloses that the company has dealing with the Can Bank Mutual Fund for 19% debentures issued on 16.7.1992 to IDBI which had given financial assistance on 31.3.1998 under the equipment finance schemes amounting to Rs. 13 crores and working capital loan from Federal Bank.
Let notice sent to Bangalore Police be awaited for another two weeks, and notice be issued to Cane Bank Mutual Fund, Federal Bank Ltd, IDBI. The Official Liquidator will supply the addresses within two week.
It is also pointed out that an application under section 391 (6) of the Companies Act 1956 in respect of the company was pending and was dismissed for want of prosecution on 20.3.2006. Sri K.N. Misra has filed an application for recalling the order dated 3.4.2006. Sri S.D. Singh states that he has received a copy but he has no instruction in the matter.
The matter shall come up on 19.10.2006.
2. None of the Ex Directors are traceable and the bailable warrants have returned back unserved with endorsement that the Ex Directors, except Major General Dinesh Chandra Misra, who passed away on 26.7.1999, are not available at the addresses provided by the Official Liquidator. The police at Delhi, Thane in Mumbai and Bangalore have not been able to trace out the whereabouts of Ex Directors namely Shri Dinesh Vithhal Das Chaturvedi; Sri Vimal K. Chaturvedi; Sri Rajiv Thakur Ji Chaturvedi; Sri Manoj Kumar Singhla and Sri Yashwant Chaturvedi, all resident of Mumbai and were reported to be living on the addresses given as below and Ajai Bajaj is living in New Delhi.
3. It is apparent from the proceedings of the Court that the Ex Directors disappeared after receiving loans of Rs. 46.04 Crores as on 31.3.1998. The Revenue Recovery Officer of District Mathura could only recover Rs. 27, 55, 000/- and that remaining land and building and plant and machinery at village Doutana, Tehsil Chhata, District Mathura could only fetch Rs. 20 lacs.
4. The record of this Company Petition shows large scale fraud in which the Directors of Vidiani Engineers Limited-the Company (In Liq.) took secured and unsecured loans and issued debentures totaling Rs. 46.04 crores, have disappeared. The realization of Rs. 27, 55,000/- by Revenue and Recovery Officer of District Mathura from sale of land and building and plant and machinery prima facie establishes that the remaining money was siphoned off and parked somewhere else.
5. Let an enquiry be initiated by the Department of Company Affairs, Government of India and a report be submitted to the Court within two months.
6. The Court had already taken cognizance of the offences under Section 454 (5) of the Companies Act 1956. Taking into account the fact that the Directors are not available, let the matter be handed over to C.B.I., which shall register, and investigate the case. They will find out the addresses of the Ex Directors; arrest them and bring them to the Court, and also find out the exact location where the misappropriated money has been parked. The C.B.I. will also question the Canbank Mutual Fund; IDBI; Federal Bank and PICUP for providing placement of the Non-Convertible Debendutres and the Equipment Financed Scheme (EFS) by which crores of rupees were financed by the financial institutions without verifying the securities.
7. Copy of the order shall be given to Shri G.S. Hajela, learned counsel for C.B.I. for submitting their reports within two weeks and also sent by the Official Liquidator to Department of Company Affairs, Government of india. List on 20.12.2006.
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