Jvg Finance Ltd. (In Liqn.) vs Jvg Financing And Services ...
2017 Latest Caselaw 5885 Del

$~
*      IN THE HIGH COURT OF DELHI AT NEW DELHI
%                                  Reserved on: 14th September, 2017
                                    Pronounced on: 26th October, 2017

+      CO.PET. No.220/2015 & CA Nos.1063-64/2015

    JVG FINANCE LTD. (IN LIQN.)                  ..... Petitioner
                  Through : Mr. Shailendra Singh, Adv. for ex-
                             management.
                  versus
    JVG FINANCING AND SERVICES LIMITED ..... Respondent
                  Through : Mr. D. Bhattacharya, Adv. for OL.
                             Ms. Swati Setia, Adv. for RBI.
CORAM:
HON'BLE MR. JUSTICE YOGESH KHANNA

YOGESH KHANNA, J.

1. This petition is under section 433(e) and (f) of read with section 439(b) the Companies Act, 1956 (hereinafter as 'the Act') by the petitioner through the Official Liquidator for winding up of JVG Financing and Services Ltd. (hereinafter as 'respondent company') in its capacity of a creditor as per the direction of this Court vide order dated 30.04.2012.

2. On 14.09.2017, learned counsel for the ex-management stated that he has no objection in case the company is wound up.

3. The respondent Company was incorporated on 14.06.1988, under the Companies Act, 1956 as a public Company, limited by shares.

4. The Registered Office of the Company is situated at B-22, Ansal Chambers-I, Bhikaji Kama Place, New Delhi and the Respondent

Company is registered with the Registrar of the Companies, Delhi & Haryana, as per the records available in the MCA portal. The authorised share capital and paid up share capital of the respondent Company is `1,00,000/- each.

5. The main objects of which respondent company was established and other objects are set forth in the Memorandum of Association of the respondent company.

6. The Official Liquidator had obtained the details of the respondent company, as available on the website of the Ministry Of Corporate Affairs viz. www.mca.gov.in; which indicates that the last Annual General Meeting of the respondent company was held on 30.09.1992 and the last Annual Return filed was as on 31.03.1992. The respondent Company has suspended its business for more than one year and the respondent company has committed default in delivering the statutory reports to the Registrar of Companies, Delhi. The respondent company is also not holding its statutory meetings. No balance sheets or any statutory record related with respondent company are available with the Registrar of the Companies, Delhi.

7. That the Central Government had received number of complaints from the creditor and others against JVG group of Companies and accordingly referred to investigation about the affair of the JVC Finance Ltd.(in liquidation) and other group companies of JVG to Serious Fraud Investigation Office, Paryavaran Bhawan, CGO Complex, Lodhi road, New Delhi. 110 003.

8. That Serious Fraud Investigation Office has given a detailed report to the Central Government with a copy to the Official Liquidator, attached to Delhi High Court, New Delhi and the copy of the same has been filed in CP NO. 265/1998 by the Official Liquidator.

9. The Serious Fraud Investigation Office in its report has found that in 1996-97, there is siphoning of funds in JVG group of Company by purchasing land in district Gurgaon (Haryana) to the tune of ₹46,64,790 and during the period 1996-97 last tracts of land in Gurgaon have been purchased from the fund of petitioner in the name of respondent company and other group of JVG . It has been further reported that from the funds of petitioner, 03 Acre 06 kanal 13 Marla of lands for ₹46,64,790-/ has been purchased in Villages of Distt. Gurgaon in the name of the respondent company and the amount has not been paid back by the respondent company to petitioner and as such later is the creditor of the respondent company.

10. The SFIO in Chapter III of his report has stated that the land of the respondent company situated at JVG Enclave, Jawalapur, Haridwar has been purchased from the funds of petitioner as per its balance sheet and as on 31.03.1995, an amount of ₹117lakhs has been paid to the respondent company for transferring land rights in respect of land situated at Noida, Dadri Road and Jawalapur, Haridwar and the amount has not been paid by the respondent company to petitioner and as such is the creditor of the respondent company.

11. As per the information receipt from Registrar of Companies the Registered Office of the respondent company was situated at B-22, Ansal

Chambers-I, Bhikhaji Cama Place, New Delhi which was also the office of JVG Finance Ltd and the same was taken into possession by the Official Liquidator in terms of order passed on 05.06.1998. The Registered Office was in the rented premises and the same was handed to landlord in terms of the orders of this Court. However, the notice of demand dated 13.11.2014 was issued to the respondent company at the Registered Office allegedly maintained by the company and the same has been received back undelivered with remarks 'Left'. Consequently, the aforesaid amount of ₹46,64,790 and ₹1,17,00,000 mentioned in para 9 and 10 remains unpaid to the petitioner company. Under the aforesaid facts and circumstances it is apparent that respondent company is unable to pay its debts and it would be just and equitable to wind up the respondent company.

12. The Reserve Bank of India had filed a winding up petition on 04.06.1998 being CP No. 265/1998 against JVG Finance Ltd wherein the Provisional Liquidator was appointed by this Court on 05.06.1998 and winding up order passed on 29.08.2003. Similarly, winding up petitions were filed by the Reserve Bank of India against some group companies of JVG and provisional liquidator was appointed and winding up orders were passed against the said companies as stated in para 14 of the petition.

13. It is apparent that the business of the respondent company has been carried on fraudulently, deceptively and with malafide intentions, and therefore, the fit case to lift the corporate veil of the respondent company. As per the affidavit dated 14.02.2012 filed in this Court by Shri

V.K.Sharma, CMD of JVG group Companies in CP 265/1998, it was stated by him that all the properties of the respondent companies have been acquired with the funds of petitioner only and actually owned by it and the name of the respondent company has been used as a corporate personality as a cloak for committing fraud upon the innocent depositors/ investors/ creditors of the respondent company.

14. Shri V.K.Sharma the ex-managing director of JVG group of Companies vide his affidavit dated 14.02.2012 also stated that all the land properties in different JVG group Company were purchased out of funds of petitioner and he has no objection if the properties of all the JVG group companies are sold and the investors of all the JVG group companies are paid. He further stated that all the creditors/investors of different JVG group companies may be treated as the investors of JVG Finance Limited

15. Since, the petitioner is a bonafide creditor of the respondent company and since despite notice the respondent company could not repay, so considering the overall circumstances the respondent company is ordered to be wound up under the provision of Section 433(e) and (f) read with Section 439(b) of the Companies Act, 1956. Ordered accordingly.

16. The petition and pending applications is accordingly disposed of.

YOGESH KHANNA, J OCTOBER 26, 2017/Mn