Bombay High Court
Severn Trent Water Purification ... vs Chloro Controls (India ) Pvt. Ltd on 18 December, 2014
Bench: G.S. Patel
CP857-04-F.DOC
sm-ak-gp
IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION
COMPANY PETITION NO. 857 OF 2004
SEVERN TRENT WATER
PURIFICATION INC.,
(formerly known as Capital Controls
Company, Inc.), having its office at 3000
Advance Lane, Colmar, Pennsylvania 18915,
USA. ... Petitioner
versus
1. CAPITAL CONTROLS INDIA
PRIVATE LIMITED
Having its registered office at
15/AJ, Laxmi Industrial Estate,
Link Road, Andheri West, Mumbai
400053
2. CHLORO CONTROLS (INDIA)
PRIVATE LIMITED,
a company incorporated under the
Companies Act, 1956 with its
registered office at 15/AJ, Laxmi
Industrial Estate, Link Road,
Andheri West, Mumbai 400053 ... Respondents
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CP857-04-F.DOC
A PPEARANCES
FOR THE PETITIONER Mr. Z.T. Andhyarujina, a/w Mr. Neerav
("Severn Trent") Merchant, Mr. Chakrapani Misra &
Ms. Meghna Rajadhyaksha, i/by
Khaitan & Co.
FOR RESPONDENT NO 1 Mr. M.R. Khandeparkar, a/w Mr. Gauraj
("Capital Controls Shah i/by Kanga & Co.
India")
& RESPONDENT NO. 2
("Chloro Controls")
CORAM : G.S.Patel, J.
JUDGMENT RESERVED ON : March 21, 2014
JUDGMENT PRONOUNCED ON : December 18, 2014
JUDGMENT:
INDEX AND STRUCTURE
I. PRELIMINARY ....................................................................................3
Summary of Final Conclusion....................................................... 4
II. BACKGROUND & HISTORY OF THE PETITION.......................5
A. The Original Petition.....................................................................5
B. Admission of the Petition, and appeals........................................... 9
C. The Supreme Court Judgment of 2008......................................... 11
D. The amendment of 2008 ..............................................................13
III. QUESTIONS FOR DETERMINATION ........................................15
IV. RIVAL SUBMISSIONS & FINDINGS ............................................16
A. Maintainability & Sufficiency of Pleadings...................................16
B. Limitation...................................................................................23
C. Admissions & Indebtedness; Financials ........................................23
D. Premature Publication .................................................................33
V. CONCLUSIONS.................................................................................35
ANNEXURE (Public Notice) .....................................................38
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I. PRELIMINARY
1. In the ten years since disputes began, the litigations between
the parties have already, though in separate proceedings, twice
reached the Supreme Court. The first of these was in relation to this
Company Petition itself. The second arose out of parallel
proceedings in a suit and under the Arbitration and Conciliation
Act, 1996. In that time, this petition has undergone a
metamorphosis of sorts: originally filed as a winding up petition by a
contributory, it was admitted on that basis. That order of admission
was set aside. The question whether the petition was maintainable
as one brought by a creditor was left open. The petition was
amended. It has remained pending admission in that state. The
result, today, is that there are a large number of issues raised, many
of which travel well beyond those common in a petition under
sections 433 and 434 of the Companies Act, 1956 by a petitioning-
creditor.
2. In this judgment, I have divided the discussion into several
parts. This preliminary section (Part I) provides an overview, and a
short statement of my final conclusion. Part II traces the history of
the litigation till 2008, when the first round of litigation reached the
Supreme Court. Here, I also deal with the subsequent amendment
of mid-2008 and consider the petition as it stands after that
amendment, and the affidavit in reply. Part III outlines the four
issues that remain for consideration. In Part IV, I have noted the
rival submissions under distinct heads of Mr. Andhyarujina, learned
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counsel for the Petitioner, and Mr. Khandeparkar, learned counsel
for the Respondent, respectively. My conclusions are in Part V.
Summary of Final Conclusion
3. For the reasons that follow, and despite the most valiant
efforts by Mr. Khandeparkar, I am not convinced that the petition is
not maintainable, or that no ground has been made out for
admission at the instance of the Petitioner qua a creditor of the 1st
Respondent. There is, I think, an admitted debt due. The
admissions on which Mr. Andhyarujina relies are clear, unequivocal
and unqualified. They are not general. They refer to a very specific
amount said to be due to the Petitioner. I must in particular note the
emphasis on a statement made by Senior Counsel on behalf of the
1st Respondent before the Supreme Court offering to deposit that
specific amount in court. As I have noted later, counsel are often
instructed to make a statement of this kind. Sometimes, it is to
dislodge the argument that the company in question has a deemed
inability to pay its debts, or that it is commercially insolvent. Often,
a statement of this kind is made only to establish the company's
bona fides. But that seems not to have been the case here, especially
when that statement is read with the clear admissions of liability in
legal correspondence and, in particular, the 1st Respondent's
advocates' reply to the Petitioners' advocates' statutory notice.
There are, too, categorical statements even in the Affidavit in Reply.
On an overall assessment, I have not found it possible to agree with
Mr. Khandeparkar when he says that there is a bona fide and
substantial defence. There are, in my view, sufficient grounds to
warrant an order of admission.
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II. BACKGROUND & HISTORY OF THE PETITION
A. The Original Petition
4. The Petitioner, Severn Trent Water Purification Inc.
("Severn Trent"), is a US-based corporation. It is incorporated
under American Law. It has its headquarters in Delaware, USA.
Severn Trent was formerly Capital Controls (Delaware) Company
Inc. Sometime in 1990, Severn Trent's group acquired another
company called Capital Controls Company Inc. The name of that
company was then changed to Severn Trent Water Purification Inc.
with effect from 1st April 2002. On 31st March 2003, Capital
Controls (Delaware) Company Inc. amalgamated with Severn Trent.
Thus, Severn Trent, the present Petitioner, has all the rights and
benefits of both Capital Controls Company Inc. as also Capital
Controls (Delaware) Company Inc.
5. Chloro Controls (India) Private Limited, the 2nd Respondent,
is controlled by one M. B. Kocha ("Kocha"). The 2nd Respondent
("Cholro Controls") and Capital Controls (Delaware) Company
Inc. formed a joint venture, the 1st Respondent, Capital Controls
(India) Private Limited ("Capital Controls India"). The joint
venture was set up in Mumbai. Its purpose was to manufacture in
India and distribute within India, Nepal, Bhutan and Afghanistan
certain gas chlorination water treatment systems, and a single
product line of brine electro chlorination systems. Component parts
for these systems were to be supplied by Severn Trent. A joint
venture agreement was executed on 16th November 1995.
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6. The authorised capital of Capital Controls India is Rs.75 lakhs
divided into 7,50,000 shares each. Chloro Controls holds 50% of the
equity shareholding of Capital Controls India. There was once a
dispute about the remaining 50%: Severn Trent claimed that it was
the holder of that balance equity; the Respondents and Kocha
claimed that it is not, and that the remaining 50% of Capital Controls
India's equity was registered to Capital Controls (Delaware)
Company Inc, not Severn Trent.
7. In 2004, Chloro Controls filed Suit No. 233 of 2004 in this
Court against Severn Trent. There was, by then, it seems a
complete deadlock in the management of the joint venture. Several
meetings and attempts at a resolution of the disputes between
Severn Trent and Chloro Controls in relation to the management
and affairs of Capital Controls India were unsuccessful. The
business relations between the parties grew even more strained and
embittered.
8. On 21st July 2004, Severn Trent terminated the joint venture.
It did so by a letter of that date, alleging breaches by Chloro
Controls and by Kocha. That termination letter demanded that
Kocha take steps to wind up Capital Controls India. Severn Trent's
allegation was that should Kocha be allowed to continue to run
Capital Controls India, the substratum of that company would be
eroded and it would be saddled with liabilities leading to a depletion
of its net worth. It was on this basis that Severn Trent filed the
present Company Petition No. 857 of 2004 on 22nd September
2004 under Section 433(f ) of the Companies Act, 1956. It sought
the winding-up of Capital Controls India on the just and equitable
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ground, the appointment of an Official Liquidator and various
interim reliefs.
9. Capital Controls India and Chloro Controls both opposed the
admission of Severn Trent's winding-up petition. Both Capital
Controls India and Chloro Controls were represented by Kocha.
Capital Controls India contended that the petition was itself not
maintainable. It alleged that since Severn Trent was not itself a
shareholder on the register of Capital Controls India, it had no locus
to maintain this petition for winding-up. The registered holder of
50% of the equity share capital of the joint venture, Capital Controls
India, was not Severn Trent but was Capital Controls (Delaware)
Corporation Inc. The merger of Capital Controls (Delaware)
Company Inc. into Severn Trent had never been intimated to
Capital Controls India before Severn Trent filed an Arbitration
Petition No.121 of 2004 invoking the dispute resolution provisions
of the Joint Venture Agreement. Capital Controls India also
contended that there was no application at any time for transfer of
the share certificates or further substitution of the name of Severn
Trent as an equity share holder of Capital Controls India. Finally, it
alleged that the purported assignment of shares by Capital Controls
(Delaware) Company Inc. to Severn Trent was without the consent
of the other 50% equity shareholder in the joint venture, viz., Chloro
Controls, or of Kocha, and that this was contrary to the
Shareholders' Agreement and could not be effected.
10. Severn Trent filed a rejoinder disputing the contentions raised
by Capital Controls and Chloro Controls. It produced documents
that, according Severn Trent, showed that Capital Controls
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(Delaware) Company Inc. had merged into Severn Trent; that both
Capital Controls India and Chloro Controls knew about this; and
that Kocha as also Chloro Controls had accepted Severn Trent as
the other 50% equity shareholder in Capital Controls India. Severn
Trent maintained that Chloro Controls' consent, or the consent of
Kocha, was entirely unnecessary. Severn Trent alleged that on
account of the merger, acquisition and amalgamation, it had stepped
into the shoes of Capital Controls (Delaware) Company Inc., an
entity that no longer existed. It was inconceivable, Severn Trent
contended, that equity shareholding could continue to be shown in
the name of a non-existent corporate entity. Logically, that
shareholding could only exist in the name of Severn Trent itself.
Severn Trent therefore contended that the petition, under Section
433(f ) on the just and equitable ground, as a contributory, was
maintainable.
11. Capital Controls India and Chloro Controls filed a sur-
rejoinder. They denied Severn Trent's contentions. They
questioned the legality and authenticity of the merger documents on
which Severn Trent relied. They also contended -- and this
assumes significance for the purposes of the present petition in view
of a later decision of the Supreme Court, one to which I will
presently turn -- that the petition ought to be dismissed in any case
because there was an abuse of the process of the Court by Severn
Trent in publishing a premature advertisement of the Company
Petition.
12. On this last matter, i.e., the issue of a premature
advertisement, I must note at the very beginning that although this
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is one of the questions that falls for determination before me, the
advertisement itself is not on record. The only reference to it is in
the 2008 decision of the Supreme Court.
B. Admission of the Petition, and appeals
13. On 21st April 2005, a learned Single Judge of this Court
admitted the Company Petition. On a prima facie assessment of the
petition, the learned Single Judge held:
(a)
that the shareholding of Capital Controls (Delaware)
Company Inc. in Capital Controls India vested in
Severn Trent pursuant to the amalgamation / merger
of those two companies;
(b) that there was no breach of the Shareholders'
Agreement since the agreement did not prevent the
merger of the two equity shareholding corporations;
(c) that the provisions of Section 439(iv)(b) of the
Companies Act pertaining to devolution through debt
of a former holder were applicable to a case of merger
or amalgamation; and finally
(d) that there was a complete deadlock in the functioning
of the business of Capital Controls India as there were
only two shareholders, each with an equal equity
shareholding, and that since those shareholders
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evidently could not agree in the manner in which the
business of Capital Controls India was to be conducted,
the Company could not do any business, nor should it
be allowed to function and continue in that way.
14. The petition was, therefore, admitted, made returnable, and
ordered to be advertised. Both Chloro Controls and Capital
Controls India appealed. Both appeals were heard by a Division
Bench of this Court and disposed of by a common judgment and
order dated 20th/21st February 2006. The order of the learned
Single Judge was set aside. The Division Bench held that the
petition was not maintainable by Severn Trent in its capacity as a
contributory of Capital Controls India, unless it was shown to be
registered as a member of Capital Controls India in the register of
members. The Division Bench remitted the matter on the question
of maintainability of the petition by Severn Trent in its capacity as a
creditor of Capital Controls India. The Respondents were at liberty
to oppose the admission of the petition on all grounds, including
that of premature advertisement by Severn Trent.
15. Aggrieved by this appellate order, Severn Trent filed Special
Leave Petition (Civil) No. 6161 of 2006 before the Supreme Court.
Notice was issued on 13th April 2006. A second Special Leave
Petition (Civil) No. 9530 of 2006 was also filed by Chloro Controls
assailing that part of the appellate order which left open the issue of
whether Severn Trent could maintain the winding up petition as a
creditor and the order of remission for fresh consideration to the
learned Company Judge. Chloro Controls also contended in its SLP
that the Division Bench of this Court was in error in not dismissing
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the petition on the ground of premature advertisement. Notice was
also issued in Chloro Controls' Special Leave Petition.
C. The Supreme Court Judgment of 2008
16. Both petitions were then taken up together by the Supreme
Court. They resulted in a decision reported in Severn Trent Water
Purificiation Inc. vs Chloro Controls (India) Private Limited & Anr.1
The Supreme Court framed three questions for consideration:
(a)
Whether the winding up petition filed by Severn Trent
was maintainable in its capacity as a contributory?
(b) Whether the winding up petition filed by Severn Trent
was maintainable in its capacity as a creditor? and
(c) Whether the winding up petition filed by Severn Trent
was liable to be dismissed in limine on the ground of
premature advertisement by Severn Trent without an
order of the Court as required by law?
17. In its decision, the Supreme Court held that the petition, as
filed, was not maintainable by Severn Trent as a contributory (paras
43 to 52 of the SCC report). The first question, noted above, was
thus answered in the negative and against Severn Trent. However,
the Supreme Court left open the question of whether the petition
was maintainable by Severn Trent in its capacity as a creditor of the
(2008) 4 SCC 380
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1st Respondent-Company, Capital Controls India. The second
question was, therefore, answered in the affirmative. Paragraphs 73
and 74 of the order of the Supreme Court read as follows:
"73. It is thus clear that though the case put forward by
Severn Trent in the winding-up petition was as a
"contributory", the factum of the Company being debtor
and Severn Trent being creditor and in spite of dues
being admitted by the Company, there was non-payment
on the part of the Company had been mentioned in the
petition. The learned counsel for Severn Trent appears to
be right that in view of the finding by the learned
Company Judge that the petition instituted by Severn
Trent as a "contributory" was maintainable, it was no
more necessary for the learned Company Judge to
consider the question whether the company petition filed
by Severn Trent was maintainable in the capacity as a
creditor.
74. It was then contended by the learned counsel for
the Company that the ground for winding up of the
Company under Clause (f) of Section 433 was not
available to Severn Trent in case it had presented a
petition as a creditor of the Company. In this connection,
our attention was invited to certain decisions. In our
opinion, it would not be appropriate to express any
opinion one way or the other since we are of the view that
the Division Bench of the High Court was not wrong in
allowing Severn Trent to argue that point before the
learned Company Judge as that point did not arise before
him earlier. We may, however, hasten to add that we may
not be understood to have recorded a finding that the
petition presented by Severn Trent is maintainable. We
clarify that as and when the matter will be taken up by the
learned Company Judge, it will be open to the Company
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to raise a contention that no such petition as presented is
maintainable in the capacity as a creditor."
As regards the question of premature advertisement, that
matter was left open without the expression of any opinion one way
or the other (paragraph 78 of the SCC report).
D. The amendment of 2008
18. Following the 2008 decision of the Supreme Court, therefore,
the position was that the petition remained pending for admission,
the original order of admission having been set aside. In its original
form filed as a contributory, the petition had already been held to be
not maintainable. The only question was whether that petition was
maintainable as one brought by a creditor. Severn Trent applied for
an amendment of the petition. That application was contested. It
was decided and disposed of by an elaborately reasoned order dated
28th June 2008.2 The discussion in that order is addressed to the
merits of the amendment application. Dharmadhikari J considered
the 2008 decision of the Supreme Court. He allowed in part the
company application for amendment, permitting the introduction of
proposed paragraph 16A and a consequential amendment to the
main prayer.
19. Following that amendment, the relevant portion of the
petition, para 16A, now reads:
Per S. C. Dharmadhikari J.
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"16A. The Petitioner therefore states that it is a
creditor of the Company. According to the Petitioner,
as set out hereinabove, the Company is indebted to
the Petitioner in the sum USD 575,113.29 as on
31.07.2004 as per the particulars of claim, hereto
annexed and marked as "Exhibit XX". The Petitioner
states that the notice demanding payment of outstanding
amounts dated August 4, 2004 was issued by the
Petitioner's advocates under Sections 433 and 434 of the
Companies Act, 1956. The Company replied to the
winding up notice vide its letter dated September 1, 2004
and admitted and acknowledged therein that the
Company indeed owed monies to the Petitioner, however
disputed the total amount that was due and payable to
the Petitioner. The Petitioner further states that in the
minutes of the various meetings of the Board of Directors,
the Company was acknowledged that monies are due
and payable to the Petitioner against equipment supplied
by the Petitioner to the Company. The details of the same
are as under:
(i) Minutes of board of directions meeting held
on 28 and 29.9.2002;
(ii) Minutes of board of directors meeting held
on 27.6.2003 (Kocha's Version);
(iii) Minutes of board of directors meeting held
on 27.6.2003 (Severn Trent Version);
(iv) Minutes of board of directors meeting held
on 9.10.2003 (Kocha's Version);
(v) Minutes of board of directors meeting held
on 9.10.2003 (Severn Trent Version);
The Petitioner states that the Company has clearly
admitted its indebtedness to the Petitioner but has failed
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and neglected to pay the amounts legitimately due to the
Petitioner."
20. There is also a consequential amendment to the first prayer in
the petition which now reads:
"(a) That the Company viz., Capital Controls India
Private Limited, be wound up for inability to pay its
debts and under the just and equitable ground by
and pursuant to the orders and directions of this
Hon'ble Court;"
III. QUESTIONS FOR DETERMINATION
21. The following four questions thus arise for determination:-
(a) Whether the petition is maintainable by Severn Trent
as a creditor of the company, Capital Controls India?
(b) Whether the petition is barred by limitation?
(c) If the petition is maintainable by Severn Trent as
creditor, whether any case has been made out for
winding-up on the ground of the inability of Capital
Controls India to pay its debts within the meaning of
Section 434(1)(a) of the Companies Act, 1956?
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(d) Whether the petition is liable to be dismissed in limine
on the ground of premature publication, Severn Trent
having published an advertisement about the filing of
the petition before any order was made on it?
IV. RIVAL SUBMISSIONS & FINDINGS
A. Maintainability & Sufficiency of Pleadings
22.
Mr. Andhyarujina's submission is that no question arises of
the petition not being maintainable. On a plain reading of the
averments made, especially in the newly introduced paragraph 16A,
he submits, the petition is ex-facie maintainable. Further, the fact
that there is non-compliance with the demand made in the statutory
notice is, Mr. Andyarujina submits, sufficient to answer the first
question of maintainability.
23. In response, Mr. Khandeparkar invites a second look at the
amended pleading in paragraph 16A. There is no averment, he says,
of the 1st Respondent being deemed to be unable to pay its debts. A
refusal to admit a claim, or a denial of a claim made by a creditor, is
not, Mr. Khandeparkar says, the same as the deeming fiction. This
was not a plea taken earlier, and it cannot be reopened now. In any
case, there is in Severn Trent's notice a claim for interest at 18% per
annum (1.5% per month), a rate that is without disclosed basis. The
Petition was filed on 22nd September 2004. What it did not disclose
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was the Respondents' reply of 1st September 2004 to Severn
Trent's statutory notice dated 4th August 2004. It is Severn Trent
that has not dealt with the response to the statutory notice.
24. Paragraph 16 of the original, unamended petition reads thus:
16. One of the other reasons for discord between the
parties in the non-payment of admitted sums owed by
the Company to the Petitioner. Pursuant to the Joint
Venture Agreements, the Petitioner supplied water
purification and filtration products, components and
equipments [sic] to the Company. The Petitioner has till
date not paid for the same. The Board of Directors of the
Company and the Managing Director have acknowledged
the Company's liability to the Petitioner in various
communications and in various Board Meetings. In the
circumstances, the Petitioner was constrained to issue a
legal notice dated August 4, 2004 to the Company
demanding payment of all outstanding dues. A copy of
the demand letter is annexed hereto and marked EXHIBIT
"H". The Petitioner states that the total principal amount
due as per the invoices is US$ 339,162.10. As per the
terms of the contract, all outstanding payments carry an
interest of 1.5% per month. Mr. Kocha has been
wrongfully withholding payment to the Petitioner and is
refusing to provide reasonable payment terms. The
Petitioner states that interest at 1.5% per month on the
upaid balance upto 31 July, 2004 is US$ 235,951.19. The
total amount due from the Company to the Petitioner is
therefore US$ 575,11.29 as on July 31, 2004.
25. Mr. Khandeparkar submits that this entire paragraph was in
support of a ground for winding up under the just and equitable
clause, Section 433(f ) of the Companies Act, 1956. It was never a
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ground in support of a plea that Capital Controls India is unable to
pay its debts within the meaning of Section 433(e) of the Companies
Act, 1956. Without, therefore, the necessary pleadings that the
company is "deemed to be unable to pay its debts", the petition is
not maintainable, submits Mr. Khandeparkar.
26. Mr. Andhyarujina counters this by saying that there is no
prescribed form either in the Act or in the Rules for the pleadings.
In the petition as it now lies, the necessary particulars have been set
out. Essential averments have been made. There is, therefore, no
question of the petition being not maintainable.
27. I believe it is necessary to read both paragraphs 16 and 16A of
the petition and, too, the amended prayer. That prayer makes it
clear that the claim is on the ground that the company is unable to
pay its debts; and these debts are the ones stated not only in the
amended paragraph 16A but also those in the original para 16 of the
petition. The claim is, clearly, that Capital Controls India has,
through Kocha and its Board of Directors, admitted its liability to
Severn Trent. This is an amount that is due to Severn Trent as a
creditor, not a contributory. The failure to comply with the notice is
clearly stated. Severn Trent relies on admissions of liability by
Capital Controls India and says that despite these the company has
'failed and neglected to pay the amounts legitimately due' to the
Petitioner. I believe this is a sufficient pleading.
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28. Mr. Khandeparkar relies on the decision of the Supreme
Court in Badat & Co., Bombay v East India Trading Co.3 and that of a
learned single Judge of this Court in M. Gordhandas & Co. v D.
Arvind Mills4 to say that pleadings on the original side of this Court
must be strictly construed. First, those observations in Badat & Co
were by Subba Rao J in his dissenting judgment, and though they
were nonetheless approved by Vimadalal J in M. Gordhandas, they
must, I think, be viewed in context. In both cases, the courts were
concerned with pleadings in civil actions, i.e., suits governed
entirely by the Code of Civil Procedure, 1908. Those are matters
that are subjected to the rigour of a trial. A petition for winding up is
not. It is decided on affidavit, not evidence properly so-called. The
reason for the insistence on strictness in pleadings is plain: to ensure
that there is no impermissible divergence between pleadings and
proof. Only what is pleaded can be proved, and there can be no
proof without a supporting pleading. Although Rule 6 of the
Companies (Court) Rules 1959 ("the Rules") says that the
provisions of the Code of Civil Procedure, 1908 ("CPC") are "so
far as applicable", I do not believe that the rigour of proof vis-à-vis
pleadings is something that can be imported to a petition under the
Companies Act. A certain amount of latitude in assessing the
averments is undoubtedly necessary;5 the consequences, if not, are
potentially catastrophic. What Mr. Khandeparkar seems to suggest
is that the words "inability to pay" or "unable to pay" must occur in
a fixed place in the petition and that it is insufficient if they are
1963 (66) Bom. L.R. 402
1974 (76) Bom. L.R. 119
Darjeeling Commercial Co. Ltd v Pandam Tea Co. Ltd., [1983] 54 Comp.
Cas. 814 (Cal)
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clearly imputed or find place only in the prayer. I cannot accept so
strict a view. This is quite apart from the fact that, in my view, the
averments are themselves sufficient.
29. In any case, Mr. Andhyarujina says, this is no longer a
requirement of law following the decision of the Supreme Court in
IBA Health (India) Pvt. Ltd. v Info-Drive Systems SDN BHD.6 A
substantial compliance is sufficient; a technicality, especially one
taken belatedly, should not be permitted to defeat the substance of
the matter, as the Supreme Court said in Associated Journals Ltd v
Mysore Paper Mills Ltd.7 Mr. Khandeparkar attempts to distinguish
the present matter from Associated Journals by saying that there the
petition was proper, but not the supporting affidavit; while the
position is reversed in the present case. I do not believe that is
correct, and I also do not think that the averment of "inability to pay
debts" can be equated with the requirement of, say, a pleading in a
suit for specific performance that the plaintiff is and at all times was
ready and willing to perform his obligations. That averment is a
necessary precondition to the grant of relief; without it, i.e., without
a confirmation of readiness and willingness, the relief cannot follow.
In a winding up petition, the 'inability to pay' may find place or
expression in a variety of forms and structures. The petition must be
read as a whole, its structural integrity maintained. Technical
defects cannot be permitted to supplant the cause of justice.8
(2010) 10 SCC 553; also: In Re: Cairn India Ltd, Mumbai, 2011 (1) Bom.
C. R. 450
(2006) 6 SCC 197
Suvarn Rajaram Bandekar v Rajaram Bandekar (Sirigao) Mines Pvt. Ltd.,
[1997] 88 Comp. Cas. 673 (Bom), following Darjeeling Commercial Co.
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30. Mr. Khandeparkar's next submission that the power of
attorney under which the present suit is filed is defective in that it
does not expressly include "winding up petitions" and hence the
petition is not maintainable need not detain us for long. He founds
this submission on the decision of a learned single Judge of this
Court in Shantilal Kushaldas & Brothers Pvt Ltd v Smt. Chandanbala
Sughir Shah & Anr.9 First, this was a ground always available and at
no point in its tortuous history has this been seen as a reason to
unseat the petitioner. It is, I think, not possible to take this point at
this stage in the proceedings. What the argument overlooks is that in
this case, the authority conferred is not limited to "suits and/or
proceedings" as was the case in Shantilal Kushaldas, but expressly
extends to "petitions ... and/or other proceedings", as also
applications. It is sufficiently widely worded to include the authority
to file this petition.10 The present action is commenced by a
petition, as required by the Rules, and it is, therefore, maintainable;
and the constituted attorney of Severn Trent had the necessary
authority to affirm and file this petition.
31. In any case, courts have allowed amendments to winding up
petitions, especially where the amendments are clarificatory or
amplify a ground already taken.11 The present petition has been
amended; the amendment sufficiently takes the ground of admission
and a refusal to pay; the prayer is founded on this, and explicitly
1993 (2) Bom.C.R. 651
IFCI Factors v Koutons Retail India Ltd., [2013] 179 Comp. Cas. 235
(Del)
Kalra Iron Stores v Faridabad Fabricators Pvt Ltd (No.1), [1992] 73 Comp.
Cas. 330; In Re: Bhagat Industrial Corporation Ltd. v Ego Metal Works P.
Ltd., 1975 IndLaw Del 62 (Del)
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invokes the ground of an inability to pay. It is impossible to hold that
the petition, as laid, is not maintainable.
32. Lastly, as Mr. Andhyarujina points out, a creditor's petition is
not limited to Section 434(1)(a) to establish a company's inability to
pay its debts. That section requires a specific notice. But Section
434(1)(c) makes it clear that a company may also be deemed to be
unable to pay its debts if this is established to the satisfaction of the
Court, and no special notice is required in such a case. Mr.
Khandeparkar however submits that even a case under Section
434(1)(c) must be supported by a minimal pleading;12 there being
none in this case, Severn Trent cannot fall back on this argument; a
pleading that the company's substratum is eroded must be both
pleaded and proved. That proposition is generally correct, but I do
not think it applies in the context of the present case where the
company, Capital Controls India, is demonstrably in the doldrums
and can evidently do no business.
Mahesh Enterprises v Argus Industries Pvt. Ltd., Thane, 1999 (3) Mh L J
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B. Limitation
33. Mr. Khandeparkar's submission is that the claim now made
by amendment was barred on the date of its amendment in 2008.
The claim made is under invoices of 1998 to 2001. What this
unfortunately overlooks is that there have been since, and till as late
as the end of 2003 and even in early 2004, exchanges of minutes of
meetings. In these meetings, Severn Trent claims, Kocha, for
Capital Controls India, made several admissions of liability. The
original claim was based in part on these admissions, and the
amendment is explicitly based on them. But the amendment
introduces no new claim or cause of action. It builds on the claim
first made and makes only a set of averments in that context. It is not
possible to hold that the claim as made is barred by limitation.
C. Admissions & Indebtedness; Financials
34. This takes us to the next set of submissions, and these are
central to the case at hand. Mr. Andyarujina claims that there is not
one single admission of liability on which the claim is founded.
There are several, and these are repeated. They are unequivocal and
they continue till as late as the reply of 1st September 2004 to the
statutory notice of 4th August 2004. These several admissions,
according to Mr. Andhyarujina, are sufficient to warrant an order of
admission on the petition by Severn Trent as a creditor of Capital
Controls India. In any event, says Mr. Andhyarujina, the record also
reflects that Senior Counsel on behalf of Capital Controls India and
Chloro Controls has, not once but twice, offered to make a
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substantial deposit in the amount of $176,640.94 in Court. No such
submission could have been made absent any liability. For one thing,
it is no round number as an ad-hoc demonstration of bona fides or
financial capability: it is a very precise amount. The very fact that
such an offer was made is, in Mr. Andhyarujina's submission, a
sufficient admission of liability. It matters not why this submission
was made. Finally, Mr. Andhyarujina draws attention to the financial
position of the Company to submit that on any fair reading of its
financial reports, Capital Controls India is in dire financial straits
and is clearly unable to pay its debts. It is commercially insolvent. It
must, therefore, be ordered to be wound up.
35. Paragraph 3 of the statutory notice dated 4th August 2004
issued by Severn Trent's Advocates to Capital Controls India refers
to the supply by Severn Trent to Capital Controls India of various
items of equipment, component parts etc. A claim is made on this
account in the amount of US$ 339,162.10. It is alleged that Kocha
has acknowledged and admitted this liability on behalf of Capital
Controls. Thereafter, interest is claimed at the rate of 18% per
annum for an aggregate amount of additional US $ 236,285.71.
There was a reply dated 1st September 2004. Mr. Andhyarujina
submits that the reply annexed as Exhibit R to the Affidavit in Reply
raises a bogus defence of a counter-claim but without any
particulars. Capital Controls India's reply to the statutory notice
claims that Severn Trent did not furnish details of actual material
and labour costs; that there are cross entries between the contesting
parties raising a dispute that is incapable of a summary adjudication;
that several invoices claimed to be unpaid were never in fact
received by Capital Controls India; that Severn Trent in its claim in
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the statutory notice has failed to give credit for several entries; and
that Capital Controls is entitled to an adjustment or set off.
36. Some portions of the statutory notice are fundamental to Mr.
Andhyarujina's case. These are in paragraphs 8 to 11 of that reply,
and they read as follows:
"8. On the basis of what is stated in paragraphs 3 to 7
above, our client has prepared a detailed statement, a
copy of which is Annexure 2 hereto, in respect of the
remaining 99 invoices listed in Annexure A to you letter
under reply calculating the true, fair and correct net
amount payable by the Company in respect of the said
99 invoices which aggregates to US $ 14,857.58. From
the aforesaid aggretgate amount out client has deducted
the aggregate credit entries shown in Annexure A to you
letter under reply aggregating to US $14,857.58 to arrive
at a net aggregate amount payable to your client of
U.S $ 176,640.94. From the said amount of US $
176,640.94 a further amount of approximately US $5,000
is required to be deducted on account of excess octroi
payment made by the Company at the rate of 4% to the
Local Authorities on the said 99 deliberately inflated
invoices raised by you client, being a loss to the company
admittedly attributable to you client's actions.
9. Without prejudice to the foregoing our client is in
the process of carrying out a similar exercise in respect
of invoices raised by your client and paid till date by our
client. Undoubtedly, our client anticipates substantial
overcharging by your client even in respect of these
invoices, a fact repeatedly brought to the notice of your
client as aforesaid, and which our client is entitled to
adjust and /or set off against the aforesaid amount of US
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$176,640.94 (less a further sum of US $ 5,000) given the
fact that the dealings between our respective clients have
been and continue to be on a running account basis.
10. In the meantime, and so as not to give your
client any unnecessary cause for complaint, since the
aforesaid amount of US $176,640.94 (less a further
sum of US $ 5,000 pertains to invoices in respect of
imports where more than 6 months have lapsed from
the date of the respective shipments, the Company is
approaching its bankers with a request to remit such
amount as is found due and payable to your client
(after the exercise mentioned in the preceding
paragraph is complete.) on the basis that remittance
of such amount has been delayed due to genuine
disputes between our respective clients. You are
undoubtedly aware this is the procedure which our client
is obliged to follow under "applicable law" in India.
11. With further reference to paragraph 3 of your letter
under reply, it is denied that the total principal amount
outstanding aggregates to US $339,162 as alleged in
Annecxure A to you letter under reply. Whereas it is
correct that the Managing Director of the Company
has acknowledged and admitted liability generally of
the Company to make payment to your client, your
client has deliberately omitted to record the repeated
requests made by the Managing Director as well as
the Company in correspondence as well as at Board
Meetings to resolve the issue of transfer pricing
amicably and in accordance with the terms of the
Licence Agreement. It is denied that the Managing
Director has continued to withhold payment as alleged or
at all. Your client is well aware of the several demands
made to amicably resolve the issue of transfer pricing by
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our client, which is matter of record in the Minutes of the
Board Meetings and correspondence exchanged."
(Emphasis supplied)
37. On this basis, Mr. Andhyarujina says that there is no manner
of doubt that the Company is indebted to Severn Trent. It is of no
relevance whether the Company admits the entirety of the claim or
only part of it. The amounts admitted exceeded the statutory
minimum. There is no explanation for these admissions. They are
clear, unambiguous and unequivocal. Even the amount admitted has
never been paid. Therefore, Mr. Andhyarujina submits that not only
is the petition maintainable, but an overwhelming case has been
made out for an order of admission.
38. One of the most important admissions, in Mr. Andhyarujina's
formulation of his case, is the statement made on behalf of the
Company by learned Senior Counsel before the Supreme Court in
the Special Leave Petition from the order of the Division Bench
setting aside the first order of admission. That written submission
was made on 24th July 2007 and it is annexed to the Reply at Exhibit
"Q". That statement is worded thus:
"Despite the order passed by the Division Bench of the
High Court remitting back to the Company Judge the
question as to whether the petition for winding up on the
just and equitable ground could be maintained by the
Petitioner as creditor, the Joint-Venture Company
through its Managing Director Mr. M.B. Kocha seeks
permission of this Hon'ble Court to deposit in this
Hon'ble Court the rupee equivalent of US $
176,640.94 (mentioned in paragraph 8 of the reply to
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the statutory notice: Volume III page 554 at page 560),
within six weeks from today for payment to Severn
Trent Water Purification Inc. upon requisite
permission for remittance being obtained from the
Reserve Bank of India. The Joint-Venture Company,
through the said Mr. M.B. Kocha (Managing Director
of Capital Controls India Pvt. Ltd.,) undertakes to this
Hon'ble Court to apply forthwith for the requisite
permission from the Reserve Bank of India intimation
to Severn Trent Water Purification Inc."
(Emphasis supplied)
39.
Mr. Andhyarujina's submission is that this admission made by
Capital Controls India before the Supreme Court is completely
unqualified. It is not predicated on accounts being taken. Read with
the reply to the statutory notice, this is the clearest possible
admission of the Company's indebtedness to Severn Trent. There is
also nothing in this written submission to indicate that it was made
only to show bona fides, or as a demonstration of the Company's
financial solvency.
40. Mr. Andhyarujina does not, however, rest his case solely on
the admissions in the reply to the statutory notice. There are, he
submits, admissions in the contemporaneous documents, including
minutes of meetings and, most specially, minutes and comments on
those minutes by Kocha on behalf of Capital Controls India which
contain important admissions. For instance, Mr. Andhyarujina
draws attention to the agreed minutes of 28th and 29th September
2002 where in paragraphs 3.4 and 3.4.2 there are admissions of
liability made by Capital Controls India. These are also to be found
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in Kocha's version of minutes of later meetings such as the one held
on 27th June 2003. In paragraphs 9.3 and 9.4 of these minutes
prepared by Kocha on behalf of Capital Controls there is a
unequivocal admission that there are amounts due to Severn Trent.
These are reiterated in the last internal paragraph of paragraph 9.6
of these minutes and importantly in paragraphs 9.7 and 9.8. In
paragraph 9.7, Severn Trent is described as a 'creditor' of Capital
Controls India. In paragraph 9.8 of these minutes Kocha sets out the
resolution that according to him was passed. This resolution was
that he, as the Managing Director of Capital Controls India, would
submit a payment schedule to Severn Trent for the past two invoices
totalling $340,162. Severn Trent also prepared its own version of
the minutes of this meeting. Not unexpectedly, there are
discrepancies between the two versions but to the extent indicated
above, and specially clause 9.8 of Kocha's version, there is complete
consensus. There is then Kocha's version of the minutes of the
board meeting held on 9th October 2003. Paragraph 9.5 of his
version is crucial. Kocha records that he submitted a payment
proposal. He admits Capital Controls India's indebtedness to
Severn Trent. There is a statement that the debt would be paid in
two installments conditional on Severn Trent accepting certain
terms.
41. Mr. Andhyarujina's submission is that if the case placed by
Respondents is that these board minutes indicate that Severn Trent
was in default of its contractual obligations under the joint venture
agreement, then it is to be noticed that there is no reference to these
board minutes in the reply to the statutory notice. This defence is
raised only later. The entire claim of the Company that it has a set-
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off or counter-claim is ex-facie not credible. No such set-off or
counter-claim has been filed.
42. What of the pleading in the Affidavit in Reply? Mr.
Andhyarujina points to paragraphs 12 to 14 of that affidavit, read
with Exhibit "T". Here, the Respondents justify the figure of USD
171,640.94 that they have arrived at, and claim that they have a
counter-claim after adjusting this amount. Admittedly, the
Respondents have at no point filed any action or proceeding to
recover this amount that they claim is owed to them by Severn
Trent. There is no suit, no petition, and, in arbitration, no counter-
claim. It is a mere allegation and no more than that. But in the
making of that allegation there is an explicit admission of a liability
to Severn Trent in the amount of US$ 171,640.94 -- the exact
amount Capital Controls India offered to deposit in court.
43. What is also of undoubted significance, as Mr. Andhyarujina
says, is that the admission comes from Kocha himself. It is he who
has affirmed this Affidavit in Reply. He is in management, not
Severn Trent. It makes little difference whether this claim comes
from Severn Trent as a creditor or a contributory: clearly, Severn
Trent lays claim to both hats. It may have had to take off one of
those, but the other, as a creditor, is undoubtedly firmly in place. An
admission of this kind and from this source is, as Mr. Andhyarujina
says, not merely one that can be lightly brushed aside; it is one that
binds the company on behalf of which it is made.13 Once that
Imperial Corporate & Services (P) Ltd v Aruna Sugars & Enterprises,
Chennai, (2002) 3 MLJ 750; Prem Nath Diesels Pvt. Ltd. v Aloka Dam,
AIR 1999 Cal 1.
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admission is made, the debt crystallizes and is payable eo instante
and in praesenti. It is no answer at all for the company to merely
claim that it has either a set-off or a counter-claim when the record
does not show that the company has taken any steps to pursue
either. I believe Mr. Andhyarujina is correct and Mr.
Khandeparkar's response that these admissions are by Kocha
himself and merely say that Kocha is withholding payment, not that
the company is unable to pay its debts, is one without assured
foundation. But Mr. Khandeparkar goes further: in essence, he
suggests that in making these statements and admissions and,
presumably in the Affidavit in Reply since he made it himself, as also
in the reply to the statutory notice, Kocha was on some sort of a
frolic, gambolling cheerfully through fields of minutes of meetings,
correspondence, invoices and so on, unmindful of consequences; or,
at any rate, confident that none of this had any consequence at all.
There is, Mr. Khandeparkar says, no resolution of the company, no
account certifying this liability, no note of acknowledgement; it is
'only' a statement made by a director, and made by a 50% partner in
the joint venture. All this, he says, must be seen in the context
provided by the reply to the statutory notice because there was some
issue of transfer pricing. I do not see any substance to any of this.
These submissions come far too late in the day to be material, and
they are in themselves unclear and provide no explanation at all.
Further, Mr. Khandeparkar's submission that the admission,
assuming there is one, in the minutes of the 9th October 2003
meeting (Ex. "L" to the Affidavit in Reply) is conditional, unclear
and not unequivocal and consequently of no effect is a submission
that I cannot accept. There are subsequent admissions in the
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company's advocates' reply to the statutory notice, and those
admissions are utterly unambiguous.
44. Mr. Andhyarujina also disputes the position that no company
petition can ever be maintained on a running account. When that
running account is accompanied by an admission or liability, then
such petition can be maintained. In M.X. Advertising v Surya Hot-Sip
Tea Co. (P) Ltd.14, Dr. D. Y. Chandrachud J, as he then was,
considered a similar argument. There, liability was held to be
admitted by the issue of a cheque, a balance confirmation and part
payment. In that situation, the Court held, it could not be said that
the petition would not lie because moneys were claimed at the foot
of an account. In the present case, too, though there may have been
cross-entries and transactions in parallel, Kocha's admissions are
clear and unambiguous. It is of little assistance to the company to
contend that they are in some 'context', and that all that Kocha
offered was a contingent proposal for settlement not an admission of
liability. It is difficult to see the admissions in any such manner. Mr.
Khandeparkar's reliance on the decisions in ITC Ltd v Fomento
Resorts and Hotels Ltd.,15 and Parimahal Holdings (P.) Ltd. v LKP
Merchant Financing Ltd.16 is, I think, misplaced. Both decisions
turned on the facts of each case and I do not believe that either of
them sets out a general principle that can be imported to the case
before me without regard to the peculiar facts here: the fact that
there is a joint venture; the fact that Chloro Controls India is a 50%
equity shareholder in that joint venture; the fact that Kocha
[2003] 115 Comp. Cas. 555 (Bom)
[1991] 70 Comp. Cas. 459 (Bom)
[2003] 114 Comp. Cas. 121 (Bom)
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dominates the joint venture; and the fact that even in legal
correspondence and the Affidavit in Reply Kocha himself has made
quite unambiguous statements of the amount due to Severn Trent.
45. Finally, Mr. Andhyarujina turns to the financials of the
company, on the basis of statements tendered in court for the year
ended 31st March 2013. These show a very marginal profit of only
about Rs.60 lakhs. The balance sheet on record shows receivables of
about Rs.13 crores. The other assets are negligible. There are, in
contrast, about Rs.6 crores in short-term borrowings and, he
submits, all profits will be wiped out by liabilities. Of these, Severn
Trent's claim is about Rs.3.5 crores. Mr. Khandeparkar's
submission that the company has reserves of about Rs. 3 crores and
about Rs.1 crore in bank balances does not, in my view, substantially
alter the position in his favour.
D. Premature Publication
46. Both parties have tendered a copy of the public notice issued
by Severn Trent in the Indian Express, Mumbai Edition, on 18th
December 2004. This notice is not part of the present record. It is
reproduced in the annexure to this order in full, for completeness.
47. Mr. Khandeparkar submits that this notice was clearly an
attempt to over-reach the court and was an abuse of the process of
the Court. The petition must, he submits, be dismissed on this
ground alone, and he cites the decision of a Division Bench of the
Punjab & Haryana High Court in Amritsar Swadeshi Textile
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Corporation P. Ltd. v Vinod Krishan Khanna & Ors.17 in support.
There is no absolute requirement that an advertisement must follow
even an order of admission, Mr. Khandeparkar says, pointing to the
Supreme Court decision in The National Conduits (P) Ltd v S. S.
Arora.18
48. Mr. Khandeparkar's submission is, in my view, entirely
misplaced. The advertisement in Amritsar Swadeshi, reproduced in
the judgment, cited and referenced an order of the learned single
Judge, one that did not direct any sort of advertisement but merely
issued notice on admission. What of the notice issued by Severn
Trent? It did not mention any order of this, or any other, court. It
only said that Severn Trent had terminated the joint venture; that
Kocha had filed a suit on behalf of Capital Controls India, and that
this was pending (as were applications for interim relief ); that it was
Severn Trent's "intention to seek a winding up of the joint venture
company ... in accordance with due process of law"; that Severn
Trent had already filed the present petition for winding up; and that
anyone dealing with Capital Controls India, Kocha and Chloro
Controls India should bear these facts in mind and deal with them at
their own risk as to consequences. I see nothing objectionable in
this. There is no law that prohibits any such public notice being
issued. Claiming to be a 50% equity shareholder in the joint venture,
Severn Trent evidently felt need to ensure that it should not be held
liable to third parties on account of anything done by Kocha in the
name of the joint venture. This is hardly the sort of 'premature
[2008] 142 Comp. Cas. 362 (P&H)
AIR 1968 SC 279
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publication' that was found to be an abuse of the process of the
Court in Amritsar Swadeshi. I do not think there is any law that binds
every litigant to silence about proceedings launched or that a person
or entity cannot, in order to protect itself, issue a notice alerting the
commercial public that it deals with certain entities at its own risk
and puts the public to notice of pending proceedings. In the context
of a joint venture, where a potential third-party claim or liability
might well have affected Severn Trent, there was nothing wrong
about this. As Mr. Andhyarujina says, this is a publication that is of
absolutely no consequence.
V. CONCLUSIONS
49. As of 2004, Capital Controls India was indebted to Severn
Trent at least in the amount of $176,640.94. That amount is not in
dispute. This debit is unequivocally admitted several times,
including in the Affidavit in Reply. Were this a civil suit, on the basis
of the statements in the Affidavit in Reply, Severn Trent could have
moved to have judgment entered on admission in this amount of
$176,640.94. There is no reason why, at least as regards the
admission, a different consideration should obtain in a winding up
proceeding. Capital Controls India's indebtedness to Severn Trent
is clear. It has, despite notice, failed and refused to pay this amount.
The consequences must follow.
50. The claim by Severn Trent is larger than this amount, and
includes interest, and though Capital Controls India alleges that it
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has a counter-claim, it has done nothing at all to establish or prove
that counter-claim.
51. It is impossible to hold, following IBA Health India,19 that the
defence is either bona fide or of substance. I do not find any valid or
cogent explanation for the many admissions made at different times
and in different places by Capital Controls India. The arguments of
a set-off or a counter-claim seem to me to be merely sound and fury,
signifying nothing. What has Capital Controls India done to assert
or establish this much-vaunted 'counter-claim'? Nothing. It is
important, I think, to note that Capital Controls India does not stop
at a set-off. Had it done so, it could have argued that it need do
nothing except assert it. But it has gone further. It says it has a
counter-claim. That, in civil law, means that Capital Controls India
has an independent and free-standing claim against Severn Trent,
one that it could pursue and, in order to make this a valid defence,
ought to have pursued. It has done nothing. The defence is just
smoke and mirrors, illusion and deception.
52. On my finding that the petition by Severn Trent as a creditor
of Capital Controls India is maintainable, it follows then that this
petition must be admitted.
53. Hence:
(a) The company petition is admitted and is made
returnable on 26th March 2015;
Supra.
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(b) Service of the petition under Rule 28 of the Companies
(Court) Rules, 1959 is waived.
54. However, given the history of the matter and the length of
time that it has been pending, the Petition is not to be advertised till
further orders of the Court. Liberty to the Petitioner to apply. It is
also because of the length of time this petition has been pending that
I have granted such a long returnable date.
55. I must thank both Mr. Andhyarujina and Mr. Khandeparkar
for their assistance in this matter. I do realize that the judgment in
this case has been inordinately delayed, well beyond anything that is
either reasonable or even permissible, and I do regret this. I must
note however Mr. Andhyarujina's and Mr. Khandeparkar's great
kindness in offering their consent for an extension of time for
delivering this judgment.
56. Mr. Shah, learned Advocate for the Respondents, applies for a
stay of this order. As I have not directed the petition's admission to
be advertised, no question of a stay arises.
(G.S. PATEL, J.)
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ANNEXURE
PUBLIC NOTICE
NOTICE is hereby given to all concerned that Severn Trent Water
Purification, Inc. and the erstwhile Capital Controls group of
Companies having their office at 3000 Advance Lane, Colmar,
Pennsylvania 18915, USA have terminated the various joint venture
agreements entered into with Mr. Madhusudan B. Kocha, Chloro
Controls (India) Private Limited having its registered office at 15/AJ,
Laxmi Industrial Estate, Link Road, Andheri (West), Mumbai India 400
053 and Capital Controls India Limited having its registered office at
15/AJ, Laxmi Industrial Estate, Link Road, Andheri (West), Mumbai,
India 400 053.
A suit has been filed by Mr. Kocha, purportedly on behalf of Capital
Controls India Private Limited, along with Notice of Motions for
interlocutory reliefs, which is pending in the Hon'ble Bombay High
Court.
It is the intention of Severn Trent Water Purification, Inc. to seek a
winding up of the joint venture company, namely Capital Controls India
Private Limited in accordance with due process of law. Severn Trent
Water Purification, Inc. has already filed a Winding Up Petition No. 857
of 2004 in the Hon'ble Bombay High Court for winding up the joint
venture company and the same is currently pending.
Any person dealing with Capital Controls India Private Limited. Mr.
Madhusudan B. Kocha, his family members and Chloro Controls (India)
Private Limited may bear the aforesaid facts in mind and deal with
them at their own risk as to the consequences.
Sd/-
Severn Trent Water Purification, Inc.
THE INDIAN EXPRESS****
MUMBAI, SATURDAY DECEMBER 18, 2004
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