Full Judgment Text
$~
* IN THE HIGH COURT OF DELHI AT NEW DELHI
th
% Reserved on: 14 September, 2017
th
Pronounced on: 26 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
Page 1 of 5
CO.PET. No.220/2015
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.
Page 2 of 5
CO.PET. No.220/2015
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
Page 3 of 5
CO.PET. No.220/2015
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
Page 4 of 5
CO.PET. No.220/2015
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
Page 5 of 5
CO.PET. No.220/2015