In the High Court of Karnataka

IN THE HIGH COURT OF KARNATAKA

DATED THIS THE 8TH DAY OF FEBRUARY 2013

BEFORE

THE HON’BLE MR.JUSTICE ARAVIND KUMAR

COP. NO. 36/2012, COP. 166/2012, COP. 158/2012, COP. 93/2012, COP.94/2012, COP. 95/2012, COP. 123/2012, COP. 144/2012, COP.179/2012, COP.202/2011, COP.35/2012, COP.40/2012, COP. 46/2012, COP.33/2012 and COP.145/2012

In COP. No.36/2012

BETWEEN:

Monica Santosh, Wife of Anthony Santosh, Aged about 27 years, Residing at No.93, 1 st Main, 4th Cross, Mallappa Layout, Babusapalya, Bangalore-560 043. : Petitioner

(By Shri. S.V. Giridhar, Advocate for Giridhar & Co.)

AND:

Avesthagen Limited, A company registered and incorporated Under the Indian Companies Act, 1956 And having its registered office at Unit No.3, Discoverer, 9 th Floor, International Tech Park, Whitefield Road, Bangalore-560 066. : Respondent 2

(By Shri. E. Kirankumar and S. Nagabhushana, Advs)

This company petition is filed under Section 433 (e) and (f) of the Companies Act, 1956, praying for winding up of Avesthagen Limited, Unit No.3, Discoverer, 9 th Floor, ITPL, Whitefiled Road, Bangalore-560 066, in accordance with the provisions of the Companies Act, 1956.

In COP No.166/2012

BETWEEN:

Sri. Sudarshan Reddy, Aged about 29 years, S/o. Late. Rama Subbareddy S.V. H.No. 25/7, 2 nd Floor, 16 th Main, 1st Cross, HMT Layout, Mathikere, Bangalore. : Petitioner

(By Shri. Mohammed Sadiq, Advocate)

AND:

Avesthagen Limited, Having its registered office at Discoverer, 9 th Floor, Unit No.3, ITPL, Whitefield Road, Bangalore-560 066.

Represented by its Managing Director Dr. Villo Morovala Patel. : Respondent

(By Shri. E. Kirankumar and S. Nagabhushana, Advs)

This company petition is filed under Section 433 (e) and (f) of the Companies Act, 1956, praying for winding up 3

of Avesthagen Limited, Unit No.3, Discoverer, 9 th Floor, ITPL, Whitefiled Road, Bangalore-560 066, in accordance with the provisions of the Companies Act, 1956.

In COP. 158/2012

BETWEEN:

Sri. Gopal Dyaga, Aged about 39 years, S/o. Late. Sri. D. Narsaiah, Residing at Door No. 3B, H-No.11, Sujana Residency, Beside Govt. High School Lane, Munnekolala, Marathalli, Bangalore-560 037. : Petitioner

(By Shri. Mohammed Sadiq, Advocate)

AND:

Avesthagen Limited, Having its registered office at Discoverer, 9 th Floor, Unit No.3, ITPL, Whitefield Road, Bangalore-560 066.

Represented by its Managing Director Dr. Villo Morovala Patel : Respondent

(By Shri. E. Kirankumar and S. Nagabhushana, Advs)

This company petition is filed under Section 433 (e) and (f) of the Companies Act, 1956, praying for winding up of Avesthagen Limited, Unit No.3, Discoverer, 9 th Floor, ITPL, 4

Whitefiled Road, Bangalore-560 066, in accordance with the provisions of the Companies Act, 1956.

In COP. No.93/2012

BETWEEN:

Sri. Manoj Bawa, S/o. Late A.S. Bawa, Aged about 50 years, B-201, Landsdowne Apartments, 7th Cross Domlur Layout, Bangalore-560074. : Petitioner

(By Shri. Mohammed Sadique, Adv. for K.V. Legal)

AND:

Avesthagen Limited, Having its registered office at Discoverer, 9 th Floor, Unit No.3, ITPL, Whitefield Road, Bangalore-560 066.

Represented by its Managing Director, Dr. Villo Morovala Patel. : Respondent

(By Shri. E. Kirankumar and S. Nagabhushana, Advs)

In COP. No.94/2012

BETWEEN:

Sri. Vijayakumar Gopalakrishnan, S/o. Late T.R. Gopalakrishnan, Aged about 49 years, R/at Flat No.205, Sahana Nilaya, C.R. Layout, S.T. Bed, Koramangala, Bangalore-560 066. : Petitioner

(By Shri. Mohammed Sadique, Adv. for K.V. Legal)

AND:

Avesthagen Limited, Having its registered office at Discoverer, 9 th Floor, Unit No.3, ITPL, Whitefield Road, Bangalore - 560 066.

Represented by its Managing Director, Dr. Villo Morovala Patel. : Respondent

(By Shri. E. Kirankumar and S. Nagabhushana, Advs)

In COP. No.95/2012

BETWEEN:

Sri. Supriya Kumar Guha, S/o. Late Jyotirindra Kumar Guha, Aged about 55 years, 2409, HAL III Stage, 3rd Cross, BDA Layout, Bangalore-560 017. : Petitioner

(By Shri. Mohammed Sadique, Adv. for K.V. Legal)

AND:

Avesthagen Limited, Having its registered office at Discoverer, 9 th Floor, Unit No.3, ITPL, Whitefield Road, Bangalore-560 066. : Respondent

(By Shri. E. Kirankumar and S. Nagabhushana, Advs)

In COP. No.123/2012

BETWEEN:

Sri. Subith Krishna, Aged about 29 years, S/o. Major Balakrishnan, Flat No.104, Vasavi Vantage, Green House Layout, Dodatogur, Electronic City, 7

Bangalore - 560 100. : Petitioner

(By Shri. Mohammed Sadique, Adv. for K.V. Legal)

AND:

Avesthagen Limited, Having its registered office at Discoverer, 9 th Floor, Unit No.3, ITPL, Whitefield Road, Bangalore-560 066.

Represented by its Managing Director, Dr. Villo Morovala Patel. : Respondent

(By Shri. E. Kirankumar and S. Nagabhushana, Advs)

In COP. No.144/2012

BETWEEN:

Dr. Subhra Lahiri, S/o. Sisir Kumar Lahiri, Aged about 52 years, 4/4 Crium Staff Quarters, Opp. ESI Hospital, Erragudda, Hyderabad – 560 038. : Petitioner

(By Shri. Mohammed Sadique, Adv. for K.V. Legal)

AND:

Avesthagen Limited, Having its registered office at Discoverer, 9 th Floor, Unit No.3, ITPL, Whitefield Road, Bangalore-560 066. : Respondent

(By Shri. E. Kirankumar and S. Nagabhushana, Advs)

In COP. No.179/2012

BETWEEN:

S. Kala Thangalakshmi, D/o. N. Subramanian, Aged about 36 years, C/o. Krishnamurthi, No.14, 1 st Cross, 2 nd Floor, S.M. Road, Near Dalmia Complex, Jalahalli Cross, Bangalore-560 057.

Presently at Wohnung Nr:5, SANKT-GEBHARD-Str.21, 78467, KIBSTANZ, Germany. : Petitioner

(By Shri. Mohammed Sadique, Adv. for K.V. Legal)

AND:

Avesthagen Limited, 9

Having its registered office at Discoverer, 9 th Floor, Unit No.3, ITPL, Whitefield Road, Bangalore-560 066.

Represented by its Managing Director, Dr. Villo Morovala Patel. : Respondent

(By Shri. E. Kirankumar and S. Nagabhushana, Advs)

In COP. No.202/2011

BETWEEN:

Practice Strategic Communications India Private Limited, A company incorporated under the Provisions of the Companies Act 1956 And having its registered office at No.812, 7 th Floor, Oxford Towers, 139, Airport Road, Bangalore – 560 017

Represented by its CEO. Mrs. Nandita Lakshmanan. : Petitioner

(By Shri. K.V. Satish Advocate for K.V. Legal)

AND:

Avesthagen Limited, A company incorporated under the Provisions of the Companies Act 10

And having its registered office at Discoverer, 9 th Floor, International Tech park, Whitefield Road, Bangalore-560 066.

Represented by its Managing Director : Respondent

(By Shri. Phaniraj Kashyap, Adv for Sannidhi Law firm)

In COP. No.35/2012

BETWEEN:

Savitha G.K. @ Savita Johnson, W/o. Johnson. D. Aged about 27 years, Residing at No. 18, Om Shree Shiva Shakthi Nilayam, 3rd Cross, 2 nd Main, Govindappa Reddy Layout, Doddanakundi, Marthahalli post office, Bangalore-560 037. : Petitioner

(By Shri. S.V. Giridhar, Advocate for Giridhar & Co.)

AND:

Avesthagen Limited, A company registered and incorporated Under the Indian Companies Act, 1956 And having its registered office at 11

Unit No.3, Discoverer, 9 th Floor, International Tech Park, Whitefield Road, Bangalore - 560 066. : Respondent

(By Shri. E.Kiran Kumar and Sri.S.Nagabhushana)

In COP. No.40/2012

BETWEEN:

Shiva Kumar K.M, S/o. Manje Gowda K.J., Aged about 36 years, Residing at No.717-9, Shardama Garden Apartments, 12 th Cross, Bendrenagar, Kaderanahalli, Bhanashankri II Stage, Bangalore-560 070. : Petitioner

(By Shri. S.V. Giridhar, Adv. for Giridhar & Co.)

AND:

Avesthagen Limited, A company registered and incorporated Under the Indian Companies Act, 1956 And having its registered office at Unit No.3, Discoverer, 9 th Floor, 12

International Tech Park, Whitefield Road, Bangalore-560 066. : Respondent

(By Shri. S. Nagabhushana & E. Kiran Kumar, Advocates)

In COP. No.46/2012

BETWEEN:

Rukmani. K. D/o. Krishnappa, Aged about 32 Years, Residing at No.182, St. Anthony Street, Mariyannapalya, HA Farm Post, Bangalore-560 024. : Petitioner

(By Shri. S.V. Giridhar, Adv. for Giridhar & Co.)

AND:

(By Shri. S. Nagabhushana & E. Kiran Kumar, Advocates) 13

In COP. No.33/2012

BETWEEN:

Jagdessh. B.H. S/o. B. Henjarappa, Aged about 42 years, Residing at No.007, Sree Shankar Nilaya, Vinayakanagar, 1st Main, (Behind Aryan School), Tumkur - 472101. : Petitioner

(By Shri. S.V. Giridhar, Adv. for Giridhar & Co.)

AND:

(By Shri. E. Kiran Kumar, Advocate)

This company petition is filed under Section 433 (e) and (f) of the Companies Act, 1956, praying for winding up of Avesthagen Limited, Unit No.3, Discoverer, 9 th Floor, ITPL, 14

Whitefiled Road, Bangalore-560 066, in accordance with the provisions of the Companies Act, 1956.

In COP. No.145/2012

BETWEEN:

R. Krishnamurthi, Aged about 34 Years, S/o. N.R. Rethinavel, Residing at No.14, 1st Cross, 2 nd Floor, S.M. Road, Near Dalmia Complex, Jalahalli Cross, Bangalore-560 057. : Petitioner

(By Shri. Mohammed Sadique, Adv. for K.V. Legal)

AND:

Avesthagen Limited, Having its registered office at Discoverer, 9 th Floor, Unit No.3, ITPL, Whitefield Road, Bangalore-560 066.

Represented by its Managing Director, Dr. Villo Morovala Patel. : Respondent

(By Shri. E. Kirankumar and S. Nagabhushana, Advs)

These company petitions coming on for final hearing, this day, the Court made the following:

ORDER

These petitions are filed by the creditors seeking for winding up of the respondent company by invoking Section

433 (e) and (f) of the Companies Act, 1956 on the ground that respondent company has been unable to pay the salary/debt due to the creditors and it has become commercially insolvent and it is not viable for the respondent company to operate. On these grounds, petitioners have sought for winding up of the respondent company.

2. Respondent company has not filed any statement of objections but on the other hand, records would indicate that it has admitted the debt due to the creditors.

3. Today, the learned counsel appearing for the respondent-company has filed memos in all these petitions whereunder, it is stated that compromise has been arrived at as specifically indicated in each of the memos and respondent has prayed for said memos being taken on 16

record. Learned counsel for the petitioners has also filed a memo wherein it is stated that amounts agreed to be received / paid is as per the statement annexed to the said memo and amounts are enumerated in the tabular column of the statement filed in the Court today along with said memo.

4. A perusal of the said memos along with statement would indicate that in column No.5, the total amount of salary/misc. admitted/payable is reflected and in column

No.6, the partial payment agreed to be made by respondent is reflected namely, the amount which could be received by the respective petitioners from out of the deposit made before this Court, since the respondent company had already deposited a sum of Rs.45,00,000/- (forty five lakhs only) before this Court vide three D.D. Nos. 019360, 081339 and 081340 dated 23.11.2012, 12.01.2013 and 12.01.2013 respectively during the pendency of these petitions.

Amounts reflected in Column No.7 would indicate that it would be paid to respective petitioners in two installments i.e., twice the difference amount of Column No.6 minus amount stated in Column No.5. It is agreed to by the 17

respondent-company that amounts reflected in column No.7 of the statement is being paid through post dated cheques.

The amounts indicated in column No.7 of the tabular is being paid through cheques to each of the petitioners by enclosing two post dated cheques i.e., in two installments.

Learned counsel for petitioners has no objection to receive the same. The said memos are duly acknowledged by the learned counsel appearing for the petitioners.

5. The learned Advocate appearing for the petitioners have filed three sets of memo. Memo filed in

Co.P.Nos.33, 35, 36, 40 & 46/2012 would indicate that petitioners are receiving the said cheques without prejudice to their rights and contentions urged in these petitions and they contend that in the event of any breach of the terms and conditions of the obligations of the respondent in effecting payment of the balance amount due and the cheques being dishonoured for any reason, they may be reserved liberty to revive present petition. The said memos filed by the learned Advocates appearing for the petitioners are placed on record.

6. In Co.P No. 33/2012, a memo has been filed by one Shri. Jagadeesh. B.H, claiming that an amount of

`. 31,97,497/- is said to be due from the respondent company towards salary amount. However, in view of the settlement being arrived at between the parties, he has agreed to receive a sum of `. 19,43,544/- out of which, a sum of `. 5,88,995/- is being withdrawn by the said petitioner. Learned counsel appearing for the petitioner has filed a memo in this petition contending that the petitioner has agreed to receive a sum of `. 19,43,544/- as against the total claim `. 31,97,497/-, as a term of the settlement and without prejudice to his total claim. It is also prayed that petitioner be reserved liberty to proceed against the respondent-company for recovery of the entire amount as claimed in the petition, in the event the cheques issued now being dishonoured pursuant to the settlement arrived at.

The said memo is also placed on record.

7. In view of the settlement arrived at between the parties and in view of the fact that the respondent-company has already deposited a sum of `. 45,00,000/- before this

Court during the pendency of these petitions, it is hereby 19

ordered that Registry shall issue cheques in the names of the respective petitioners whose names are reflected in the tabular column No.4 for the amounts mentioned in column

No.6 on proper identification.

8. Learned Advocate appearing for the Petitioners acknowledges receipt of the cheques enclosed to the memos filed by the respondent counsel today in Court.

Acknowledgment is also made on said memos. It is made clear that petitioners have received the cheques enclosed to memos without prejudice to their rights and in the event of these cheques being dishonoured; petitioners would be at liberty to revive these Company Petitions and proceed with the matter in accordance with law.

9. The interim Order passed by this Court, restraining the respondent-company from alienating the property belonging to it, shall continue to operate till

15.07.2013, since the post dated cheques issued by the respondent-company are dated 31.03.2013 and 30.06.2013 respectively and petitioners are also reserved liberty to seek 20

continuance of this order in the event of cheques being dishonoured and company petitions being revived.

Accordingly petitions are disposed of.

In view of the disposal of the main petition, the pending company application Nos. 1053/2012, 1054/2012,

1051/2012, 1052/2012, 1059/2012, 1056/2012,

1057/2012 and 1035/2012 shall stand disposed off.

Sd/- JUDGE Vr