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2024 Supreme(Online)(Kar) 38243
C/W COP No. 235 of 2001 COP No. 256 of 2002 COP No. 183 of 2002 IN THE HIGH COURT OF KARNATAKA AT BENGALURU DATED THIS THE 24TH DAY OF JANUARY, 2024 BEFORE THE HON'BLE MR JUSTICE ANANT RAMANATH HEGDE COMPANY APPLICATION NO. 447 OF 2009 IN COMPANY PETITION NO.104 OF 2003 C/W COMPANY PETITION NO.235 OF 2001 COMPANY PETITION NO.256 OF 2002 COMPANY PETITION NO.183 OF 2002 BETWEEN:
OFFICIAL LIQUIDATOR OF M/S DELDOT SYSTEMS LTD (IN LIQUIDATION), ATTACHED TO HIGH COURT OF KARNATAKA 'CORPORATE BHAVAN', NO.26-27, 12TH FLOOR, RAHEJA TOWERS, M.G.ROAD, BANGALORE-560 001.
…APPLICANT (BY SRI SHRISHAIL NAVALGUND, ADVOCATE FOR OL)
AND:
1. SRI.CHANDRASHEKAR, Digitally NO.26, KAMALA, A.G LAYOUT, signed by PRAMILA G V RMV II STAGE, BANGALORE - 54.
Location: 2. SRI.CHANDRAKEERTHY, HIGH COURT NO.26, KAMALA, AG LAYOUT, OF RMV II STAGE, BANGALORE - 54.
KARNATAKA
3. SRI SHARATHCHANDRA KONAUR, 38480, BUNKER HILL DRIVE, FARMINGTON HILLS, MI 48331, USA.
…RESPONDENTS (BY SRI H S VIVEKANANDA, ADVOCATE FOR R3, R1 AND R2 ARE SERVED BUT UNREPRESENTED)
C/W COP No. 235 of 2001 COP No. 256 of 2002 COP No. 183 of 2002 THIS COMPANY APPLICATION IS FILED UNDER SECTION
543(1) OF THE COMPANIES ACT, 1956 R/W RULE 260 OF THE COMPANIES(COURT) RULES, 1959, PRAYING THAT FOR THE REASONS STATED THEREIN THIS HON'BLE COURT MAY BE PLEASED TO- SUMMON THE RESPONDENTS 1 TO 3 FOR THE PURPOSE OF EXAMINATION WITH REGARD TO THE MATTER SPECIFIED THEREIN AND ETC., THIS COMPANY APPLICATION COMING ON FOR FINAL HEARING THIS DAY THE COURT MADE THE FOLLOWING:
ORDER
1. Learned counsel appearing for the Official Liquidator files a memo stating that the amount claimed in the present application is not realized even after filing of the present application.
2. Memo is placed on record.
3. The Official Liquidator acting on behalf of the Company in liquidation has filed this application to recover Rs.38,24,92,314/- along with interest @ 18% per annum with effect from 16.06.2004 i.e., the date on which the Company was ordered to be wound-up. Respondents No.1 and 2 though served with notice have not appeared and remained as exparte. Respondent No.3 is represented. However, respondent No.3 has not filed statement of objections.
C/W COP No. 235 of 2001 COP No. 256 of 2002 COP No. 183 of 2002
4. Respondents No.1 to 3 were the Directors of the Company in liquidation. This Court vide order dated 16.06.2004 passed an order to wind-up the Company M/s. Deldot Systems Limited. Subsequent to the order, the persons incharge of the said Company did not handover the assets of the Company. The Official Liquidator on his own has taken the custody of certain assets of the Company and after verifying the records available with the Official Liquidator, the present claim is filed to recover Rs.38,24,92,314/-. The particulars of the claim under the ground of misfeasance is as under:
| Sl. No. | Particulars | Amount (in Rs.) |
| 1 | Fixed assets consisting of Plant and Machinery, Furniture & fixtures, Vehicles and Capital work in progress | 8,70,36,140 |
| 2 | Inventories / Software products | 7,84,34,022 |
| 3 | Sundry Debtors | 13,62,75,351 |
| 4 | Cash on hand | 34,029 |
| 5 | Cash at Bank (Bank balance with scheduled banks in current account and deposits) | 1,14,11,925 |
| 6 | Loans and advances | 6,93,00,847 |
| Total | 38,24,92,314 |
5. On behalf of the applicant, one witness is examined as P.W.-1. Two documents are marked in support of the said application. Ex.P1 is the copy of the annual returns of the Company for the year 2001 and Ex.P2 is the annual report of the Company for the year 1999 and 2000. Ex.P2 also contains the balance sheet of the Company as on 31.03.2000. Placing reliance on the aforementioned two documents, claim is made for the aforementioned amount on account of misfeasance on the part of the Directors.
6. Learned counsel appearing for the Official Liquidator would submit that this claim is based on the documents maintained by the Company in liquidation. Though, the Directors were under obligation to handover the assets and the books of accounts of the Company, pursuant to the order of winding up the Directors have not complied with the mandatory requirements as such the Official Liquidator on his own has taken the possession of certain assets of the Company. It is his further submission that on verification of records, particularly the balance sheet maintained as on 31.03.2000, the value of C/W COP No. 235 of 2001 COP No. 256 of 2002 COP No. 183 of 2002 the assets of the Company are reflected and since the assets as specified in the balance sheet are not handed over, and not found the default on the part of the respondents amounts to misfeasance as such the present application is filed to recover the damages caused on account of misfeasance on the part of the respondents.
7. As already noticed, respondents No.1 and 2 though served have not appeared and respondent No.3 though represented by the counsel, has not filed statement of objection. There is no cross-examination to the evidence led on both sides. The documents produced by the applicant are not disputed. There is no rebuttal evidence on behalf of the respondents.
8. This Court has perused the records and also considered the claim.
9. Ex.P1 is the annual returns of the Company in liquidation as on 31.03.2000. However, the said annual return does not disclose anything about the assets and liabilities of the Company. However, the annual report for the year 1999-2000 C/W COP No. 235 of 2001 COP No. 256
