C.P. Nos.172 of 2010 and batch are filed, under Section 433 (e) read with Section 434 and 439 of the Companies Act, 1956, seeking winding up of the respondent company.

The petitioners are all individuals who had sought allotment of flats in an apartment complex known as “Hill County” situated at Bachupally village, Qutubullapur Mandal, Rangareddy District. Agreements of sale were entered into, between the petitioners and the respondent, during the years 2006 to 2008. All the petitioners herein have admittedly paid a substantial part of the sale consideration running into several lakhs each. All of them also claim to have terminated the agreements of sale in accordance with the conditions stipulated therein.

The respondent is a company incorporated under the Companies Act with its registered office at Hyderabad. Its authorized share capital is Rs.75 Crores divided into 75 lakh equity shares of Rs.100/- each. Its paid up capital is said to be Rupees Five lakhs consisting of 5000 shares of Rs.100/- each. The respondent claims to have entered into a development agreement–cum-GPA dated 30.12.2005 with 14 other companies, (which later became its subsidiaries), for construction of independent houses and multi-storeyed buildings consisting of residential apartments along with certain common utilities and facilities forming part of the township. These apartment buildings were to come up in different extent of lands earmarked for construction of the apartment complex from out of the total extent of Ac.85-36 gts situated in the Hill County lay out. Brochures were released and wide publicity was given, in both the print and electronic media, for the proposed venture which the petitioners herein claim to have been influenced by, and to have been induced thereby, to purchase an apartment which the respondent had promised to construct and deliver within a stipulated time frame.

The respondent company, along with the 14 land owning companies (now its subsidiaries), executed agreements of sale in favour of the petitioners on different dates during the years 2006-2008 in respect of an undivided share of land admeasuring 105 sq. yards in respect of the land earmarked for construction of the apartment complex. Counsel on either side are agreed that C.P. No.172 of 2010 can be taken as illustrative of this batch of company petitions. The petitioner in C.P. No.172 of 2010 paid Rs.15,77,376/- to the respondent on the date of agreement of sale and, in all, paid Rs.76,47,122/-as part of the sale consideration which the respondent had acknowledged in its ledger accounts as having been received from the petitioner.

It is not in dispute that the construction activity came to a halt in December, 2008, and in the first week of January, 2009 Sri B. Ramalinga Raju, Chairman of Satyam Computer Services Limited, confessed that he had committed a huge corporate fraud of Rs.7000 crores. The erstwhile directors of the respondent-company are said to be the sons of Sri B. Ramalinga Raju. C.P. No.4 of 2009 was filed by the Central Government, before the Company Law Board (CLB) to restrain Sri B. Teja Raju, Sri B. Rama Raju and Sri D. Gopala Krishnam Raju from acting as Directors of the respondent company. The CLB, by its order dated 05.03.2009, appointed its nominee on the Board of Directors of the respondent company. The petitioners would contend that the respondent had collected Rs.654 Crores from the prospective apartment owners and had diverted a major portion thereof for other purposes such as buying of lands in the name of other front and surrogate companies; all the petitioners issued legal notices on different dates terminating the agreement of sale in terms of clause 9(e) thereof. They also requested the respondent to return the sale consideration paid by them, after deducting Rs.5000/-towards documentation charges. In reply thereto the respondent issued legal notice dated 13.07.2010 contending that the project could not be completed on account of