Bombay High Court
Smt. Deepa Anant Bandekar vs Rajaram Bandekar (Sirigao) Mines Pvt. ... on 19 November, 1990
JUDGMENT H. Suresh, J.
1. The fate of this petition depends, by and large, on the question whether the family arrangement dated March 11, 1987, is binding on the company. Mr. Chagla says that that question stands concluded in earlier proceedings which went right up to the Supreme Court, the company consistently losing throughout. Mr. Zaiwalla says that that is of no consequence and the company can reagitate the question. Now, for a detailed consideration.
2. The claim in this petition arises under an agreement of family settlement and partition dated 11th March, 1987, which is also a registered document. The agreement was for the purpose of settling all the disputes amongst the family members of Bandekars. They owned a large number of companies, firms, associations of persons, etc. They had various shareholdings and interests in all these concerns. Because certain disputes arose, they referred the dispute to arbitration, and, finally, settled the same with effect from July 1, 1985, as per the said agreement. The relevant clauses as far as this petition is concerned are the following :
"19.1 The parties have made up their accounts and have determined the amount due by one group including their companies, firms, associations and trusts to the other group, their companies, firms, associations and trusts. Accordingly, as on June 30, 1985, a sum of Rs. 1,72,20,656 is payable by NRB/LRB group to SRB/DAB group in full and final settlement of all the inter se claims. Out of the above, NRB/LRB group has already paid Rs. 11,50,000 after June 30, 1985, to SRB/DAB group and has made further payments of Rs. 1,86,595 to other parties on account of SRB/DAB group, the payment whereof SRB/DAB group hereby acknowledges. Accordingly, the balance payable by NRB/LRB group in full and final settlement is Rs. 1,59,14,061.
19.2 It is agreed that the said amount shall be paid by Rajaram Bandekar (Sirigao) Mines Pvt. Ltd. (RBSMPL) to Bandekar Brothers Pvt. Ltd. (BBPL), Shri Suvarn R. Bandekar (SRB) and Smt. Deepa A. Bandekar (DAB) on the following dates free of interest :
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BBPL SRB DAB Total
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(Rupees)
(a) On execution hereof 15,34,065 16,00,000 16,00,000 47,34,061
(b) On or before December
31, 1987 10,00,000 6,18,000 6,18,000 22,36,000
(c) On or before December
31, 1988 10,00,000 6,18,000 6,18,000 22,36,000
(d) On or before December
31, 1989 10,00,000 6,18,000 6,18,000 22,36,000
(e) On or before December
31, 1990 10,00,000 6,18,000 6,18,000 22,36,000
(f) On or before December
31, 1991 10,00,000 6,18,000 6,18,000 22,36,000
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19.3 The aforesaid amount due by RBSMPL shall stand guaranteed jointly and severally by NRB/LRB group, NRB/LRB group of companies and NRB/LRB group of firms. In case of failure by RBSMPL to pay any of the aforesaid instalments on or before the dates stipulated above, the entire amount outstanding (including instalments not due for payment as on the date of default) shall become immediately due for payment and in addition RBSMPL shall be liable to pay interest at the rate of 25% per annum on the entire amount due hereunder from the date of this agreement till the date of payment.
19.4 RBSMPL shall issue promissory notes in favour of BBPL, SRB and DAB undertaking to pay the amounts due to them respectively on the dates stipulated hereinabove. Such promissory notes when signed by RBSMPL shall stand guaranteed in the manner and by the persons indicated in 19.3 above.
19.5 BBPL and/or SRB and/or DAB shall be entitled to recover the amount so defaulted and interest so due either jointly or severally from RBSMPL and/or NRB/LRB group and/or any other company in NRB/LRB group of companies and/or NRB/LRB group of firms.
19.6 It is further expressly clarified that the aforesaid amount of Rs. 1,72,20,656 takes into account all the amounts that may be found to be due by one group to the other including the amount that may be due by Bandekar Brothers Pvt. Ltd. to the ex-partners on account of the dissolution of the firm Rajaram Bandekar (Pale) Mines dissolved under a dissolution deed dated December 22, 1980, but excluding the amounts stated as payable/receivable under any other clause hereof. The parties shall not claim any further amounts from each other on whatsoever account."
3. It is the case of the petitioner that the petitioner's group (DAB) and the other group of Suvarn (SRB) performed their obligations under the said family arrangement by making payments of their liabilities of Rs. 1,17,38,165 due to the other groups, namely, NRB/LRB. The petitioner says that the company was required to pay a sum of Rs. 16,00,000 to the petitioner, another sum of Rs. 16,00,000 to the said Suvarn R. Bandekar and a sum of Rs. 15,34,061 to Bandekar Brothers Pvt. Ltd. immediately on execution of the said agreement. However, the amount which was payable under the said agreement to the petitioner and to the said SRB group was not paid at the time of the execution. It was agreed at that point of time that the amount would be paid by 10th of April, 1987. Thereafter, it appears that a part payment was made but it was even beyond April 10, 1987, and, according to the petitioner, as on the date of the filing of this petition, a sum of Rs. 3,55,000 was due and payable to the said SRB/DAB group, out of the amounts payable on the date of the execution of the said agreement. The petitioner says that even the next instalment which was due and payable on December 31, 1987, was not paid. Thus, in terms of clause 19.3 and in view of the said default, the entire amount has become due and payable to the petitioner together with interest at the rate of 25 per cent per annum calculated on the entire amount due from the date of the agreement till the date of the payment. That is how the petitioner states that the aggregate principal amount due and payable to the petitioner by the company, inter alia, amounts to Rs. 32,27,500 which, along with the interest due thereon including interest on the delayed payments, amounts to Rs. 59,45,588.29.
4. The petitioner says that the said amount was acknowledged by Narayan Rajaram Bandekar, the managing director of the company. Such an acknowledgment is contained in a letter dated May 8, 1987. The petitioner says that, finally, in or about January, 1988, the petitioner caused a notice to be served on the company to effect the payment of the amount then due to the petitioner. In reply, the company for the first time and with mala fide and ulterior motives, raised, inter alia, a plea that since the company was not a party to the agreement dated March 11, 1987, the company is not liable to pay any amount under the said agreement. Thereafter, there was further correspondence and each time, the company reiterated its stand, namely, that the company was not a party to the said agreement, and as such, was not liable to pay the said amount.
5. In the meanwhile, the petitioner's group along with the group of SRB preferred references to the arbitrator as provided under clause 22.10 of the said agreement. In those references, the company having been made a party, the company was advised to file a suit in the Court of the Civil Judge, Senior Division, being Civil Suit No. 141 of 1988. The suit was filed for the purpose of a declaration that the agreement dated March 11, 1987, was not binding on the company, and that, therefore, consequently, the company sought an order of injunction restraining the arbitrator who was made defendant No. 1 in the said suit, from proceeding in any manner with the arbitration proceedings. After filing the suit, the company made an application for a temporary injunction. The application was heard by the learned judge who by an order dated 6th June, 1989, dismissed the said application mainly holding that the company had miserably failed to prove that the agreement is not binding on the company and the company is not a party to the said agreement. The appeal filed against the same was also dismissed by the District Judge.
6. Against the said judgment, the company then preferred Civil Revision Application No. 195 of 1989 in this court. The learned judge by his order dated 12th of January, 1990, upheld the order of the learned civil judge and dismissed the said revision application. In the order, the learned judge observed as follows :
"However, as rightly pointed out by Mr. Chagla, it is rather difficult to accept the contention of Mr. Usgaonkar that the company could not have been made a party, as it is an admitted position that the same company acted upon the said agreement by, on the one hand, accepting the distribution of assets, and on the other, the liabilities under clauses (18) and (19) of the agreement. This fact is clearly established by the certificate dated 6th September, 1988, issued by Mr. Vijay S. Parab, the practising company secretary, which is on the records of the lower court and was produced for my perusal today."
7. It appears, as against this order of the High Court, the company went to the Supreme Court and the special leave petition filed as against the said judgment was also dismissed. Thus, the petitioner contends that it is not now open for the company to say that the company is not liable to pay the amounts due under the said agreement as provided, under clause 19.2 of the said agreement and the company can be said to be a party to the said agreement.
8. In the petition, the petitioner has also pointed out that the balance-sheet of the company for the years ending June 30, 1986, and June 30, 1987, shows the amount due and payable to the petitioner as claimed under the said agreement. To the petition, the petitioner has annexed the relevant portions of the audited balance-sheets for the years ending June 30, 1986, and June 30, 1987. The relevant portion of the said balance-sheet as annexed to the petition is as follows :
"Note No. 10. - A partition and family settlement has been effected amongst the members of the Bandekar family which is now incorporated in an agreement dated March 11, 1987. Under the said agreement, apart from transfer of assets and liabilities inter se in the group, a sum of Rs. 1,36,88,034 is payable by the company to SRB/DAB group represented by Shri S. R. Bandekar and Smt. Deepa A. Bandekar. The amounts so payable is shown under current liabilities.
Schedule 'K' Current liabilities Amount payable under family settlement and partition - Rs. 1,36,88,034".
9. This is for the year ending June 30, 1986. Similarly, for the year ending June 30, 1987, the relevant note is note No. 9 which is again as follows :
"Note No. 9. - A partition and family settlement has been effected amongst the members of Bandekar family which is now incorporated in an agreement dated March 11, 1987. Under the said agreement, apart from transfer of assets and liabilities inter se in the group, a sum of Rs. 1,36,88,034 is payable by the company to SRB/DAB group represented by Shri S. R. Bandekar and Smt. Deepa A. Bandekar. The amount so payable is shown under 'current liabilities'.
3. Schedule 'K' Current liabilities Amount payable under family partition agreement - Rs. 1,36,88,034."
10. The petitioner, therefore, submits that this is an acknowledgment of liability on the part of the company, and, therefore, the company was bound to pay the said amount. Since the company has failed to do so despite a notice sent as provided under the law, this petition deserves to be admitted as the company is taking a totally dishonest stand not to pay the amount to the petitioner.
11. The company has filed its reply to the said petition. The main contention of the company is that there is no privity between the petitioner and the company and that the company is not liable to pay any amount. The company also has pleaded that there is an arbitration clause under the said agreement, and that consequently, the remedy of winding up resorted to by the petitioner was misconceived. As regards the statement found in the balance-sheet, the company has taken a peculiar stand which it is better to set out in the same words as found at paragraph 4 :
"As to the ground of acknowledgment of the liability pleaded in the petition, there is no acknowledgment of liability as contended by the petitioner. Acknowledgment amounts merely to renewal of liability. It is not a creation of liability. Therefore, unless there was earlier liability created, acknowledgment, if any, in the balance-sheet and books of account is of no consequence."
12. The company says that under the agreement, it is clear that the liability was accepted by the parties in their personal capacity and not by the respondent company nor can it be said that it is for and on behalf of the respondent company. Again, with regard to the amounts due and payable under the said agreement, the company says that it is not a case of payment of any debt but it was a family settlement between the members of the family in order to put an end to the long drawn dispute. As regards the letters dated May 8, 1987, and May 11, 1987, it is the contention of the company that the letters have been written by Narayanan R. Bandekar in his individual capacity and not on behalf of the company. As regards the order passed by the civil court in the said suit filed by the company and the subsequent confirmation of the said order throughout, up to the Supreme Court, the company says that the suit is still pending and it cannot be said that the issue stands concluded.
13. It has also been brought on record that subsequent to the filing of this petition, the petitioner has also filed a suit in the Court of the Civil Judge, Senior Division, being Special Civil Suit No. 35 of 1990 for the purpose of recovering the amount due and payable under the said agreement. The suit came to be filed on or about 10th March, 1990, and the suit is pending.
14. As regards the contention that there is a remedy of arbitration under clause 20.10 of the said agreement, Mr. Chagla pointed out that that itself cannot be considered as an answer to the winding up petition as no winding up can be done in the arbitration proceedings. Mr. Zaiwalla, in fact, did not argue on this question at all. In fact, it is not open to the company to advance such an argument inasmuch as the company in one breath contends that it is not a party to the agreement and in another breath, if cannot say that there is a clause relating to arbitration.
15. So also with regard to the suit that has been filed by the petitioner recently, Mr. Chagla pointed out that the suit had had to be filed inasmuch as the claim perhaps would have been barred by the law of limitation, if no such suit had been filed. Here again, Mr. Zaiwalla did not contest this petition on that ground, as obviously, pendency of a civil suit is not, as such, a ground to oppose a winding-up petition.
16. Therefore, the main contention of Mr. Zaiwalla is that the agreement is an agreement between the members of the company in their individual capacity and not an agreement binding on the company nor can it be said that the company is a party to such an agreement.
17. On the question that this issue has been decided in earlier proceedings, Mr. Chagla has pointed out that there is an issue of estoppel as far as this company is concerned and till this decision is reversed it is not open to the company to contend that it is not a party to the said agreement nor can it contend that this agreement is not binding on the company. As again this, Mr. Zaiwalla submitted that the order is in an interlocutory proceeding and the court can, at best, be said to have taken a prima facie view of the matter. It will not make any difference that such an order might have been confirmed in all subsequent proceedings, in appeals and revisions, but it cannot be said that thereby the suit is liable to be dismissed. Mr. Zaiwalla submitted that the suit is still pending and it is possible that at the time of the hearing of the suit, the court can go into all aspects of the matter and can give a clear finding which alone can be said to be final and conclusive.
18. Mr. Zaiwalla submitted that if one goes through the agreement, it is clear that the agreement has been signed not by the company but by the individual members in their individual capacity. He also pointed out that the agreement itself spells out that the amount due and payable under this agreement, particularly under clause 19.2, shall be paid by the company which can only mean that as and when the company accepts such liability. For that purpose, various things will have to be done, particularly the agreement will have to be ratified by the company and various documents would have to be executed by the parties in this behalf. In this connection, my attention is drawn to clause 20.9 of the said agreement which says that the parties undertake that they will respectively ensure that this agreement is approved, ratified and acted upon without any reservation or modification by each company belonging to their respective group. Mr. Zaiwalla, therefore, submitted that till such time that it can be said that the agreement is ratified by a proper resolution of the company, it cannot be said that the company is liable to pay any amount under this agreement. He also submitted that in the event of any default of the parties for not complying with any term of the said agreement, under clause 20.2 the parties are entitled to specific performance of the obligations undertaken by the other, and in case of failure, monetary compensation shall not be an alternative remedy but only additional remedy. In other words, his contention is that the parties can still file a suit for enforcement of the terms of the agreement by way of a suit for specific performance of the terms and conditions of the said agreement. He also pointed out that, under clause 19.4, the company had to issue promissory notes but the promissory notes had not been issued. Similarly, the company has to give the necessary guarantees which again have not yet been executed by the company.
19. As regards the correspondence, he pointed out that the letter dated May 8, 1987, written by Narayan R. Bandekar itself shows that it is not written on behalf of the company but by Narayan for himself, perhaps representing his group. Therefore, by relying on this letter, it is not open to the petitioner to contend that the company has admitted any liability either by itself or through its managing director, the said Narayan R. Bandekar. Even with regard to the payment due by April 10, 1987, it was Mr. Narayan Bandekar who expressed his inability to pay the amount within that time and not the company. Mr. Zaiwalla, therefore, submitted that there is no acknowledgment of any liability as far as the correspondence is concerned.
20. Mr. Zaiwalla further submitted that even though the balance-sheet contained a note as mentioned above, it cannot be said that that itself shows any liability for the company as such. He submitted that as the agreement itself shows, the due are in respect of various companies, firms, trusts, belonging to various groups, and it is not that it is really a debt due and payable by the company as such. In this connection, he relied on clause 19.1 as set out above, which at once shows that it was not a liability or a debt due and payable by the company as such to the petitioner.
21. Mr. Zaiwalla's broad proposition is that unless it can be said that the agreement has been confirmed or ratified by the company, a family agreement made between the members of the family by itself will not be binding on the company. In this connection, he relied on a judgment of a Division Bench of the High Court of Bombay in Miheer Hemant Mafatlal v. Arvind Navinchandra Mafatlal (Appeal No. 772 of 1987 delivered on 27th July, 1987). That was a case between the members of Mafatlal family and there also there was a sort of settlement and agreement amongst the members. In a similar situation, the Division Bench observed that the members cannot enforce such an agreement as against the company. That was a suit for specific performance of the agreement as against the company on the basis of a concluded contract for sale of shares in favour of the plaintiff. After filing the suit, a notice of motion was taken for interim reliefs. The trial judge granted the interim reliefs, prima facie, on the basis that the agreement was binding on the company. But on appeal, the Division Bench reversed the said judgment on the basis that the members who had entered into such an agreement had no authority to enter into an agreement on behalf of the company and that the company had not passed any resolution in support of any transfer or purchase of such shares. It is on that basis that the judgment of the trial court was reversed.
22. But it is interesting to note that the Division Bench itself has said at paragraph 7 of that judgment that they were "not recording any final conclusion on any of the points raised before us but we are examining these points only with a view to ascertain whether the plaintiff has a prima facie case to succeed."
23. However, Mr. Zaiwalla has relied on another judgment in Echjay Industries Ltd. v. Echjay Forgings Pvt. Ltd. (Company Application No. 191 of 1990) in which a learned single judge, by judgment and order dated 14th September, 1990, has followed the above Division Bench judgment and has observed that that judgment was binding on him. But, in his judgment, after considering several cases including certain passages from Buckley on the Companies Acts, the learned single judge has categorically held that a company cannot be bound by any act of any of its members or directors, which is not in the ordinary course of business. One of the questions that arose before the learned single judge was whether under the agreement, which was again a compromise agreement amongst the members of the Doshi family, a managing director, without any express authority could give up large claims of the company and/or admit large claims against the company and/or create a tenancy on nominal rent of valuable premises of the company. The learned single judge held that these are not acts which could be performed by the managing director in the ordinary course of the business of the company. He then took note of the fact that under the Companies Act, the managing director is subject to the superintendence, control and direction of the board of directors and that he does not have all powers of management. He also observed that the managing director is only entrusted with such powers of management as are entrusted to him by virtue of an agreement or a resolution in a general meeting of the board of directors or such powers as are given by the memorandum of articles of association. It is on these facts that the learned judge held that the said agreement was not binding on the company.
24. I am inclined to accept the proposition that the company will not be found by any agreement if an agent of the company has entered into an agreement without actual authority, whether express or implied, to enter into a contract. I am inclined to accept the proposition that for any such agreement to be binding on the company, that company should either accept the said agreement or ratify the same. Therefore, the question is whether there is any material to show that the company has ratified and approved this agreement so as to make the same binding on the company. In my view, the following facts and circumstances clearly indicate that the company has accepted the liability.
25. Firstly, in earlier proceedings it has been held throughout that the agreement is binding on the company. It is true that it is on an interlocutory application, but the judgment of the trial court has taken into account practically all the arguments advanced in the present proceedings. In any case, that finding must be given its due weight when I consider the other facts and circumstances which support the said finding.
26. Secondly, the agreement itself shows that the partition amongst the members had been effected long ago. The directors and members belonging to one group have resigned from the companies that have been allotted to the other group and vice versa.
27. Thirdly, various assets have been mutually transferred from one company to the other, so as to effectively implement the terms of the agreement.
28. Fourthly, the balance-sheet not only shows that the company has accepted the liabilities, but also has acknowledged the receipt of the assets pursuant to the said agreement. In this connection, the following note appended to the balance-sheet can be seen :
"Note No. 4 of Schedule 'T'
(b) Plant and machinery costing Rs. 75.75 lakhs and road vehicles costing Rs. 2.35 lakhs have agreed to be sold for consideration of Rs. 4.61 lakhs to the SRB/DAB group represented by Shri S. R. Bandekar and Smt. Deepa A. Bandekar in the process of a family settlement and partition which is now recorded in an agreement dated March 11, 1987. Though the possession has already been handed over of these machinery, etc., on June 30, 1985, as the legal title has not yet passed to the SRB/DAB group, the said assets are continued to be shown in the books of the company but no depreciation is charged thereon. As and when legal titles are transferred, the appropriated entries would be passed.
(c) As mentioned in the aforesaid family settlement and partition agreement dated March 11, 1987, reference to sub-para (b) above, the company has taken possession on June 30, 1985, of the mining machinery from Bandekar Brothers Pvt. Ltd. and Vassantram Mehta and Co. Pvt. Ltd. for which the consideration payable is Rs. 24,75,719 but the legal title of the same is not yet transferred to the companies and hence the amount of Rs. 24,75,719 paid is shown under 'Loans and advances' and no depreciation has been charged thereon. The appropriate entries would be passed as and when the legal titles are transferred."
29. What is the explanation for all these notings which clearly indicate the acceptance of assets and acknowledgement of liabilities ? How did the company permit such notes to be appended to the balance-sheet ? Mr. Chagla pointed out by referring to sections 210 to 227 of the Companies Act and submitted that no balance-sheet could have been presented without approval of the board of directors. I am inclined to agree with him. In any case, it is for the company to explain by giving cogent reasons as to how such notes were appended to the balance-sheet. In the absence of any explanation and in the absence of any relevant material which the company ought to have placed before this court for the purpose of clarifying the same, I must necessarily draw an adverse inference that such a balance-sheet was prepared after following the due procedure and if all the material was placed before the court was, that would clearly establish that the company has accepted the liability.
30. Fifthly, and above all, there is no denial of the acknowledgement of the liability as shown in the balance-sheet at all, as the purported denial as contained in paragraph 4 of the affidavit-in-reply and as quoted above, is no denial at all. The balance-sheet clearly shows the liability. The deponent of the affidavit-in-reply only says that acknowledgment amounts only to a renewal of liability and it is not a creation of liability. Obviously, the deponent does not know what he is saying. He has not explained as to how such a note was put in the balance-sheet. His next submission is that unless there was an earlier liability created, acknowledgement, if any, in the balance-sheet and books of account is of no consequence. This statement is recorded only to be rejected forthwith.
31. In the result, I must necessarily hold that the company is avoiding its liability not in good faith and without any justifiable ground whatsoever.
32. Mr. Zaiwalla sought to advance a ground which he had not taken in the petition, namely, that the acknowledgement of liability is totally ultra vires the object of the company. He contended that it is a point of law and the aims and objects of the company have been set out in the petition itself, and it is open to him to contend that the acknowledgement which amounts to payment of money from the company to an outsider is beyond the scope of the objects of the company. He also sought to rely on certain judgments in support of his contention that the company cannot be permitted to act beyond the objects of the company.
33. As against this, Mr. Chagla objected to this contention and pointed out that it is not open to the company to take up such a contention. He also submitted that in the present case there is no scope for the application of the doctrine of ultra vires unless all the facts are placed before the court.
34. In my view, it is not open to the company to raise such a contention across the Bar. If the company wanted to raise such a contention it ought to have properly raised the same in the affidavit-in-reply by setting out clearly all the relevant facts. The petitioner, then, would have dealt with the same in a proper manner. In my view, it is not a matter of law only. It is a matter of mixed question of fact and law. For aught we know, the receipt of the assets and acceptance of liability may not be a matter of business of the company. It may as well be a matter of management of the company with no application of principle relating to the doctrine of ultra vires.
35. After arguments were over, the petition had been reserved for judgment as I had another connected matter before me arising on an application made under section 41 of the Arbitration Act in which the question was one of furnishing security to satisfy the claim of the petitioner. When that matter was taken up, the advocates agreed that without prejudice to the rights and contentions of the parties, the said Narayan R. Bandekar and other members of his group would furnish security to the satisfaction of the Special Officer of this court within a period of six weeks from the date of the said order. It was on this concession and without arguments that I passed an order and disposed of the said matter (C.R.A. No. 160 of 1990). After I passed that order, on the next day, Mr. Zaiwalla proposed to tender an affidavit on behalf of the company to contend that there would be no question of taking the company to liquidation inasmuch as the claim of the petitioner stood secured by virtue of that order. Mr. Chagla rightly objected to such an affidavit being filed in this petition at that stage inasmuch as I could as well have disposed of this petition before hearing the said revision application, and in that event, it would not have been open to the company to advance any such contention. Even otherwise, it was an order passed on concession, and without prejudice to the rights and contentions of both the parties. It is unfair that such an attempt is being made.
36. In any event, the fact that such certain other members are giving guarantee or security does not mean that the company is discharging its liability. The company has categorically denied its liability on a ground which is totally untenable. To say the least, it is dishonest to the knowledge of the company itself. The whole attempt on the part of the company is to resist the claim of the petitioner and delay payment by resorting to contention after contention, which apparently, have no substance whatsoever.
37. I may also mention that Mr. Chagla has also submitted that even otherwise, there are certain other petitions pending against this company and it could be said that the company is commercially insolvent. However, in the view that I have taken that the company has no justification to deny its liability which is apparently an admitted amount, it is not necessary for me to go into those questions.
38. I, therefore, pass the following order :
This petition stands admitted and the company be wound up under the provisions of the Companies Act, 1956, and consequently the official liquidator stands appointed to take charge of all the property and the effects of the said company.
39. At this stage, at the request of Mr. Kavlekar, I direct that the official liquidator not to take charge of the assets of the company for a period of six weeks from today. Similarly, the advertisement which should follow be also delayed for a period of six weeks.