IN THE HIGH COURT OF DELHI AT NEW DELHI

ORIGINAL COMPANY JURISDICTION

COMPANY PETITION NO. 24 OF 2008

IN THE MATTER OF :

M/s. Vishwa Enterprises Private Limited …Petitioner

Versus

M/s Dimsy Foods and Chemicals Private Limited ....Respondent

INDEX

Page
Sl. No. Particulars
No.
1. Urgent Application A
2. Memo of Parties B
3. List of dates & Synopsis of Facts C-E
4. A Petition for Winding Up of the respondent company under 1-6
Section 433(e), 434(1)(a) and 439 of the Companies Act, 1956
read with relevant rules framed thereunder alongwith affidavit in
support.

5. Annexure P-1 7
A copy of the Resolution dated 10.9.2007`
6. Annexure – P-2 8-34
A copy of Memorandum of Association of the Respondent
Company
7. Annexure P-3 35-37
A copy of the statutory notice dated 21.06.2006
8. Annexure P-4 38
A copy of postal receipts in proof of dispatch
9. Annexure P-5 39-42
A copy of the reply dated 19.07.2006
10. Annexure P- 6 43-53
Certified copy of balance-sheet of the respondent company for
the year 2005-06
10. Application under section 450 of the Companies Act, 1956 read 54-56
with rules 6 and 9 of Companies Court Rules for appointment of
provisional liquidator algonwith Affidavit in support
11. Application under section 443 of the Companies Act, 1956 read 57-59
with rule 9 of Companies (Court) Rules, 1959 alongwith
Affidavit in support
12. Vakalatnama

New Delhi Petitioner

Dated: Through:
Advocate for Petitioner
 IN THE HIGH COURT OF DELHI AT NEW DELHI

ORIGINAL COMPANY JURISDICTION

COMPANY PETITION NO. 24 OF 2008

In the matter of:

M/s. Vishwa Enterprises Private Limited …Petitioner

Versus

M/s Dimsy Foods and Chemicals Private Limited ....Respondent

URGENT APPLICATION

To,

The Registrar
High Court of Delhi
New Delhi.

Sir,

The present Petition may kindly be posted for urgent hearing. The grounds

of urgency are :

“Restraint against alienation, transferring or selling of movable as well as

immovable assets and properties of the Respondent Company has been sought

for.”

New Delhi Petitioner

Dated:

Through:

Advocate for Petitioner

 IN THE HIGH COURT OF DELHI AT NEW DELHI

ORIGINAL COMPANY JURISDICTION

COMPANY PETITION NO. 24 OF 2008

In the matter of:

M/s. Vishwa Enterprises Private Limited …Petitioner

Versus

M/s Dimsy Foods and Chemicals Private Limited ....Respondent

MEMO OF PARTIES

VISHWA ENTERPRISES PRIVATE LIMITED

A company incorporated under the provisions
of the Companies Act, 1956 having its registered
office at B-II/89, M.C.I.E. , Delhi Mathura Road
New Delhi …Petitioner

Versus

DIMSY FOODS AND CHEMICALS PRIVATE LIMITED

A company incorporated under the provisions
of the Companies Act, 1956 having its registered
office at Plot No. 7, Khasra No. 48
Village Chhawla, Najafgarh, New Delhi
…..Respondent

New Delhi Petitioner

Dated:

Through:

Advocate for Petitioner

 IN THE HIGH COURT OF DELHI AT NEW DELHI

ORIGINAL COMPANY JURISDICTION

COMPANY PETITION NO. 24 OF 2008

In the matter of:

A Petition for Winding Up under Section 433(e), 434(1)(a) and 439 of the
Companies Act, 1956

And
In the matter of;
M/s. Dimsy Foods and Chemicals Private Limited
And
In the matter of ;
Vishwa Enterprises Private Limited
A company incorporated under the provisions
of the Companies Act, 1956 having its registered
office at B-II/89, M.C.I.E. , Delhi Mathura Road
New Delhi …Petitioner

Versus

Dimsy Foods and Chemicals Private Limited

A company incorporated under the provisions
of the Companies Act, 1956 having its registered
office at Plot No. 7, Khasra No. 48
Village Chhawla, Najafgarh, New Delhi …..Respondent

A PETITION FOR WINDING UP OF THE RESPONDENT COMPANY UNDER

SECTION 433(e), 434(1)(a) AND 439 OF THE COMPANIES ACT, 1956 READ
WITH RELEVANT RULES FRAMED THEREUNDER

MOST RESPECTFULLY SHEWETH :-

The humble Petition

of the Petitioner
above-named

1. That the address of the Petitioner above-named for service of all notices,

processes, etc. is that of its Advocates, at 12/1, Delhi-Mathura Road,

Faridabad.
2. That the Petitioner company named above i.e. Vishwa Enterprises Private

Limited (hereinafter referred to as Company) is incorporated on

20.09.1977 under the provisions of the Companies Act, 1956 as a private

limited company.

3. That the registered office of the company is situated at B-II/89, M.C.I.E., Delhi

Mathura Road, New Delhi.

4. That the authorized Capital of the company is Rs. 21,00,000/- (Rs. Twenty

one lacs) divided into 21000 shares of Rs. 100/- each. The amount of paid

up capital of the company is Rs. 20,50,000/- (Rs. Twenty lac fifty

thousand).

5. That the objects for which the company was established are to buy, sell,

import export, trade and deal in merchandize, commodities and articles of

all kind.

6. That the present petition is being signed, verified and filed on behalf of the

Petitioner by Mr. Ashwani Bakshi, who is a Director on Board of the

Company and who has been duly authorized for the said purpose by a

resolution passed at a meeting of the Board of Directors of the Company

on 31.12.2007. A copy of the Resolution dated 31.12.2007 is annexed

herewith and is marked as Annexure P-1.

7. That the Respondent Company was incorporated as a Private limited

company under the provisions of the Companies Act, 1956 and the

relevant rules framed thereunder with the Registrar of Companies, Delhi

and Haryana having its Registered Office at Plot No.7, Khasra No. 48,

Village Chhawla, Najafgarh, New Delhi. The Respondent Company is

engaged in the business of food products. The Company is an existing

Company under the provisions of the Companies Act, 1956.

8. That as per the balance sheet of the Respondent Company for the year 2005-

06 made available to the Petitioner, the Issued and Subscribed share

capital of the Respondent Company is Rs. 2,00,000/- (Rupees Two Lakh

only) comprising of 20,000 equity shares of Rs. 10/- each .

9. That the Memorandum of Association of the Respondent Company, as made

available to the Petitioner Company, sets out the main objects, inter-alia,

for which the Company was incorporated. The photocopies of

Memorandum of Association & Articles of Association of the respondent

company are annexed herewith and marked as Annexure P-2 (colly).

10. That the following are believed to be the Directors of the Respondent

Company:-

(i) Surinder Kumar Bhalla

(ii) Vinod Kumar Bindlesh

11. That the facts of the case are as under:

12. That the Petitioner and the Respondent have enjoyed a business association

for more than a decade. During course of the said business association,

the directors of the Petitioner Company were approached by the directors

of Respondent Company seeking financial and business assistance from

the Petitioner Company.

13. That pursuant to discussions and meetings between the representative of

Petitioner and Respondent Company, the Petitioner advanced in total a

sum of Rs. 11,05,000/- to the Respondent Company.

14. That the Petitioner Company has been maintaining a regular account of the

transactions that have taken place between the Petitioner and the

Respondent, in the usual course of business.

15. That the Respondent initially repaid some amount however as on 31.3.2006,

a sum of Rs. 11,05,000/- (Rupees Eleven Lakhs Five Thousand only) was

outstanding and payable by the Respondent to the Petitioner.

16. That as the Respondent Company did not respond to the requests of the

Petitioner Company to clear the outstanding dues, the Petitioner Company

instructed its Advocate to issue a statutory notice dated 21.6.2006 to the

Respondent Company at its Registered Office, calling upon the

 Respondent Company to pay to the Petitioner, the outstanding dues

being an amount of Rs. 11,05,000/- (Rupees Eleven Lakhs Five

Thousand only) within a period of 21 days (three weeks) days from date

of receipt of the said notice. A copy of the statutory notice dated 21.6.2006

and the postal receipts in proof of dispatch are annexed herewith and

marked as Annexure P-3 and Annexure P- 4.

17. That despite receipt of the notice, the Respondent Company did not make

any payment of the sum so demanded. The Petitioner Company however

received a reply dated 19.7.2006 from the Advocate of Respondent

Company clearly admitting that the amount claimed by the Petitioner was

due and payable. The Respondent however sought to obfuscate the issue

of payment by referring to and relying upon some settlement in the family

of Sh. Vinay Rai and Sh. Anil Rai. A copy of the reply dated 19 th July, 2006

is annexed herewith as Annexure P-5. As a matter of fact neither the

petitioner company nor the respondent company are the signatory to the

alleged family settlement nor are they the parties to the agreement or suit.

Therefore the same cannot be taken as an excuse for non-payment of

dues of the petitioner company.

18. That the debt due and payable by the Respondent Company to the Petitioner

is bonafide and remains outstanding till date.

19. That it is submitted that the Respondent Company had admitted its debt to

the Petitioner but is evidently unable to make payments of its admitted

debts to its lawful creditors, including the Petitioner. The Respondent

Company by its own admission is liable to be wound up. The balance-

sheet of the respondent company for the year 2005-06, wherein, the said

amount has been reflected as due to be payable to the petitioner company

is annexed herewith and marked as ANNEXURE P-6.

20. That the Registered Office of the Respondent Company is situate in New

Delhi and therefore this Hon'ble Court has the territorial jurisdiction to

entertain the present Petition.

21. That no part of the Petitioner's claim is barred by limitation. This Petition is

bona-fide and in the interest of justice.

PRAYER

It is, therefore, most respectfully prayed that this Hon'ble Court may

be pleased to:-

(a) direct the winding-up of M/s. Dimsy Foods and Chemical Private Limited

under the relevant provisions of the Companies Act, 1956; and

(b) pass any such further Order/Orders as this Hon'ble Court may deem fit

and proper in the facts and circumstances of the case.

AND FOR THIS ACT OF KINDNESS THE PETITIONER AS IN DUTY BOUND

SHALL EVER PRAY

New Delhi. PETITIONER

Dated: (Director)

THROUGH:

Advocates for Petitioner

 IN THE HIGH COURT OF DELHI AT NEW DELHI

ORIGINAL COMPANY JURISDICTION

COMPANY PETITION NO. _______ OF 2008

In the matter of:

M/s. Vishwa Enterprises Private Limited …Petitioner

Versus

M/s Dimsy Foods and Chemicals Private Limited ....Respondent

AFFIDAVIT

I, Ashwani Bakshi son of Sh. T.C. Bakshi aged about 44 years, Director of
Vishwa Enterprises Private Limited , having its registered office at B-II/89,
M.C.I.E, Delhi Mathura Road, New Delhi, do hereby verify and affirm as under:-

1. That I am a Director of the Petitioner Company and am aware of the facts

and circumstances of the present case. I am authorized to present this
present petition on behalf of the Petitioner. As such I am competent and
authorized to affirm the present affidavit.

2. That I have read through and understood the contents of the

accompanying Petition seeking winding up of the Respondent Company
and state that the contents of Para 1 to 15 are facts which are true and
correct to my knowledge . The contents of Para 16 to 18 are legal
submissions which are based on Counsel’s advice and are believed by me
to be true.

3. The annexure are true copies of the originals.

DEPONENT

VERIFICATION:-

I, the Deponent above-named do hereby verify that the contents of my foregoing

affidavit are true and correct. No part of it is false and nothing material has been
concealed therefrom.

Verified by me at New Delhi on this the _____ day of January, 2008.

DEPONENT
 IN THE HIGH COURT OF DELHI AT NEW DELHI

ORIGINAL COMPANY JURISDICTION

COMPANY PETITION NO. _______ OF 2008

In the matter of:

M/s. Vishwa Enterprises Private Limited …Petitioner

Versus

M/s Dimsy Foods and Chemicals Private Limited ....Respondent

APPLICATION UNDER SECTION 450 OF THE COMPANIES

ACT, 1956 READ WITH RULES 6 AND 9 OF COMPANIES
COURT RULES FOR APPOINTMENT OF PROVISIONAL
LIQUIDATOR.

MOST RESPECTFULLY SHOWETH :

1. That the Petitioner has filed the accompanying Petition for winding up of

the Respondent Company, Vishwa Enterprises Private Limited under

Section 433(e) of the Companies Act, 1956.

2. That the contents of the Petition may be read as part and parcel of this

Application and the same are not being repeated herein for the sake of

brevity and for avoiding prolixity.

3. That the Petitioner has a definite information that the Respondent will try

to alienate/sell its assets and properties, both movable as well as

immovable, including stocks so as to frustrate the claim of the Petitioner.

4. That in view of the above facts and circumstances, it is necessary and

expedient that the affairs of the Respondent Company till the winding up

of the Respondent Company be conducted by the Provisional Liquidator.

 PRAYER

It is, therefore, most respectfully prayed that :

(a) this Hon’ble Court may appoint a Provisional Liquidator to conduct

management and affairs of the Respondent Company till the disposal of

the Winding Up Petition;

(b) in alternative, this Hon’ble Court may restrain the Respondents from

transferring or in any manner charging, selling or otherwise encumbering

or alienating in any manner the assets of the Respondent Company till the

disposal of the Winding Up Petition; and

(c) this Hon’ble Court may pass such other or further orders as deemed fit

and appropriate in the facts and circumstances of the case.

New Delhi Petitioner

Dated:

Through:

Advocate for Petitioner

 IN THE HIGH COURT OF DELHI AT NEW DELHI

ORIGINAL COMPANY JURISDICTION

COMPANY PETITION NO. _______ OF 2008

In the matter of:

M/s. Vishwa Enterprises Private Limited …Petitioner

Versus

M/s Dimsy Foods and Chemicals Private Limited ....Respondent

AFFIDAVIT

I, Ashwani Bakshi son of Sh. T.C. Bakshi aged about 44, Director of
Vishwa Enterprises Private Limited , having its registered office at B-II/89,
M.C.I.E, Delhi Mathura Road, New Delhi, do hereby verify and affirm as under:-

1. That I am one of the Directors of the Petitioner Company and am aware of

the facts and circumstances of the present case. I am authorized to
present this present petition on behalf of the Petitioner. As such I am
competent and authorized to affirm the present affidavit.

2. That I have read through and understood the contents of the

accompanying application and state that the contents of Para 1 to ____
are facts which are true and correct to my knowledge . The contents of
Para to are legal submissions which are based on Counsel’s advice
and are believed by me to be true.

3. The annexure are true copies of the originals.

DEPONENT

Verification:-

I, the Deponent above-named do hereby verify that the contents of my foregoing

affidavit are true and correct. No part of it is false and nothing material has been
concealed therefrom.

Verified by me at New Delhi on this the _____ day of January, 2008

DEPONENT
 IN THE HIGH COURT OF DELHI AT NEW DELHI

ORIGINAL COMPANY JURISDICTION

COMPANY PETITION NO. _______ OF 2008

In the matter of:

M/s. Vishwa Enterprises Private Limited …Petitioner

Versus

M/s Dimsy Foods and Chemicals Private Limited ....Respondent

APPLICATION UNDER SECTION 443 OF THE COMPANIES

ACT, 1956 READ WITH RULE 9 OF COMPANIES (COURT)

RULES, 1959 FOR RESTRAINING THE RESPONDENT

COMPANY FROM ALIENATING/TRANSFERRING OR SELLING

ITS MOVABLE OR IMMOVABLE ASSETS AND PROPERTIES.

MOST RESPECTFULLY SHOWETH :

1. That the Petitioner has filed the accompanying Petition for winding up of

the Respondent Company, Vishwa Enterprises Private Limited under

Section 433(e) of the Companies Act, 1956.

2. That the contents of the Petition may be read as part and parcel of this

Application and the same are not being repeated herein for the sake of

brevity and for avoiding prolixity.

3. That the Company Petition is for the ordering winding up of the

Respondent Company under Section 433(e) of the Companies Act, 1956.

The Petitioner has a definite information that the Respondent will try to
 alienate/sell its assets and properties, both movable as well as

immovable, including stocks so as to frustrate the claim of the Petitioner.

4. That the Petitioner has a prima facie good case in its favour and balance

of convenience is also in its favour.

5. That it is in the interest of justice that appropriate orders in this regard be

passed so as to safeguard the interest of the Petitioner.

PRAYER

It is, therefore, most respectfully prayed that this Hon’ble Court be

pleased to :

(a) restrain the Respondents from alienating/selling its assets/properties (both

movable as well as immovable), including stocks during the pendency of

the Company Petition; and

(b) pass such other or further orders as deemed fit and appropriate in the

facts and circumstances of the case.

New Delhi Petitioner

Dated:

Through:

Advocate for Petitioner

 IN THE HIGH COURT OF DELHI AT NEW DELHI

ORIGINAL COMPANY JURISDICTION

COMPANY PETITION NO. _______ OF 2008

In the matter of:

M/s. Vishwa Enterprises Private Limited …Petitioner

Versus

M/s Dimsy Foods and Chemicals Private Limited ....Respondent

AFFIDAVIT

I, Ashwani Bakshi son of Sh. T.C. Bakshi aged about 44, Director of
Vishwa Enterprises Private Limited , having its registered office at B-II/89,
M.C.I.E, Delhi Mathura Road, New Delhi, do hereby verify and affirm as under:-

1. That I am a Director of the Petitioner Company and am aware of the facts

and circumstances of the present case. I am authorised to present this
present petition on behalf of the Petitioner. As such I am competent and
authorised to affirm the present affidavit.

2. That I have read through and understood the contents of the

accompanying application and state that the contents of Para 1 to ____
are facts which are true and correct to my knowledge . The contents of
Para to are legal submissions which are based on Counsel’s advice
and are believed by me to be true.

3. The annexure are true copies of the originals.

DEPONENT

Verification:-

I, the Deponent above-named do hereby verify that the contents of my foregoing

affidavit are true and correct. No part of it is false and nothing material has been
concealed therefrom.

Verified by me at New Delhi on this the _____ day of January, 2008

DEPONENT
LIST OF DATES AND SYNOPSIS OF FACTS

That the Petitioner is a company incorporated under the

provisions of the Companies Act, 1956 having its registered

Office at B-II/89, M.C.I.E., Delhi Mathura Road, New Delhi.

That the Petitioner is, inter-alia, engaged in the business of

agriculture.

That the Respondent Company was incorporated as a

Private limited company under the provisions of the

Companies Act, 1956 and the relevant rules framed

thereunder with the Registrar of Companies, Delhi and

Haryana having its Registered Office at Plot No.7, Khasra

No. 48, Village Chhawla, Najafgarh, New Delhi. The

Respondent Company is engaged in the business of food

products. The Company is an existing Company under the

provisions of the Companies Act, 1956.

That the Petitioner and the Respondent have enjoyed a

business association for more than a decade. During course

of the said business association, the directors of the

Petitioner Company were approached by the directors of

Respondent Company seeking financial and business

assistance from the Petitioner Company.

That pursuant to discussions and meetings between the

representative of Petitioner and Respondent Company, the

Petitioner advanced in total a sum of Rs. 11,05,000/- to the

Respondent Company.
 That the Petitioner Company has been maintaining a regular

account of the transactions that have taken place between

the Petitioner and the Respondent, in the usual course of

business.

That the Respondent initially repaid some amount however

as on 31.3.2006, a sum of Rs. 11,05,000/- (Rupees Eleven

Lakhs Five Thousand only) was outstanding and payable by

the Respondent to the Petitioner.

31.03.2006: As per the balance sheet for the year 2005-06 filed by the

respondent company, made available to the Petitioner, the

Issued and Subscribed share capital of the Respondent

Company is Rs. 2,00,000/- (Rupees Two Lakh only)

comprising of 20,000 equity shares of Rs. 10/- each .

21.06.2006: That as the Respondent Company did not respond to the

requests of the Petitioner Company to clear the outstanding

dues, the Petitioner Company instructed its Advocate to

issue a statutory notice dated 21.6.2006 to the Respondent

Company at its Registered Office, calling upon the

Respondent Company to pay to the Petitioner, the

outstanding dues being an amount of Rs. 11,05,000/-

(Rupees Eleven Lakhs Five Thousand only) within a period

of 21 days (three weeks) days from date of receipt of the

said notice.

19.7.2006: The Petitioner Company received a reply dated 19.7.2006

from the Advocate of Respondent Company clearly

admitting that the amount claimed by the Petitioner was due

and payable. The Respondent however sought to obfuscate

 the issue of payment by referring to and relying upon some

settlement in the family of Sh. Vinay Rai and Sh. Anil Rai.

As a matter of fact neither the petitioner company nor the

respondent company are the signatory to the alleged family

settlement nor are they the parties to the agreement or suit.

Therefore the same cannot be taken as an excuse for non-

payment of dues of the petitioner company.

10.09.2007: Mr. Ashwani Bakshi who is a Director on Board of the

Company and who has been duly authorized for filing the

present petition by a resolution passed at a meeting of the

Board of Directors of the Company on 10.09.2007.

…01.2008: Hence The Present Petition.