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Judgment
P. Jyothimani, J.—The company petition is filed u/s 237(b)(i) of the Companies Act, 1956, praying for a direction against the Central
Government to appoint one or more competent persons as inspectors to investigate the affairs of M/s. Sudarshan Overseas Ltd., which is the
respondent. The petitioner-company is duly registered with the Hashemite Kingdom of Jordan, Ministry of Industry and Trade, Companies
Control Department, involved in the manufacturing of conical tapered drums, suitable for containing foodstuff, products in aseptic bags.
The respondent-company was incorporated with the Registrar of Companies, New Delhi under the Companies Act. Originally, the registered
office of the respondent-company was in New Delhi which was subsequently transferred to Chennai on December 2, 2008, as per the order of the
Company Law Board dated December 5, 2008, with effect from December 11, 2008. The main object of the respondent-company is dealing in
foodstuffs, processed food products and other similar trade and business activities. It is stated that the respondent-company is indebted to the
petitioner-company in an amount of Rs. 6,05,86,946.95 calculated at the exchange rate of Rs. 48.24 per US$ along with interest at the rate of 24
per cent. per annum from July 8, 2008, with interest amounts to Rs. 1,57,52,605.57 and entitled for further interest. The petitioner has filed C.P.
No. 256 of 2009 for winding up of the respondent-company u/s 433 of the Companies Act after issuing statutory notice. Pending the company
petition, in C.A. No. 1529 of 2009, by an order dated November 6, 2009, this court granted an order of injunction against the respondent-
company from selling, transferring, mortgaging, alienating parting with possession or otherwise, charging or encumbering of any assets of the
respondent-company. It is stated that subsequent orders have been passed giving directions to the respondent-company to produce profit and loss
account and balance sheet, etc. It is stated that by way of counter affidavit filed in the company petition in C.P. No. 256 of 2009, as per the
direction of this court on January 18, 2010, the respondent-company has given the particulars regarding the profit and loss account for the years
ending March 31, 2006, March 31, 2007, March 31, 2008 and March 31, 2009.
It is the case of the petitioner that on reference to the said particulars, it was revealed that the respondent-company has conducted business to
defraud its creditors by siphoning off the assets. The petitioner has given some of the instances to substantiate that the respondent-company has
siphoned off the assets like disposal of 100 per cent. export oriented units at Andhra Pradesh as slump sale, disposal of rice processing unit at
Karnal (Haryana) as slump sale, loss on slump sale booked at Rs. 1.49 crores and many of the immovable properties were transferred for slump
sale. That apart, the instances as to how the respondent-company has dealt with the consideration for sale of assets of Rs. 13.86 crores was not
disclosed and also stated that Mr. Sanjeev Malhotra (chairman of the board of directors of Sudarshan Overseas Ltd.) resigned on September 2,
2008, by back dating his resignation to April 1, 2008 and continued to sign as director till September 5, 2008. Some of the instances of the alleged
pre-planned strategy of the respondent-company to siphon off the assets to the detriment of creditors which include claiming of destruction of
records and title deeds in a fire accident in the respondent''s office on November 26, 2007 and that the respondent has purchased goods from the
petitioner from February, 2008 to April, 2008 and it sold to two manufacturing units, other assets to its associates from July to October, 2008.
Since the materials placed by the respondent-company in the above said petition are not sufficient, a deeper probe is required against the affairs of
the respondent-company by way of investigation by the Central Government by giving suitable direction. It is the case of the petitioner that by such
investigation, no grave prejudice is going to be caused since the prima facie view has been formed by the petitioner-company about the activities of
the respondent-company only after the report of the chartered accountants of the respondent-company. With the abovesaid averments, the petition
has been filed.
In the counter affidavit filed by the respondent-company, the respondent-company has stated that the petitioner has no locus standi on the basis
that it is neither a juristic person nor a legal entity and the name of the petitioner given in the cause title is only trade name owned by the company
called Jordanian Italian Drum Manufacturing Ltd., and in the absence of any record to show that OMCE Jordan is the company incorporated
under the Companies Law of Jordan, the petition is not maintainable. It is stated that the above petition has been filed by the petitioner not with
clean hands. It is stated that the petitioner has earlier filed a summary suit in C.S. (OS) No. 1719 of 2009 before the Delhi High Court in which the
respondent had filed a leave petition to defend their case and also made counter claim of Rs. 1.80 crores. It is also stated that while such suit for
recovery was pending, suppressing the same, the petitioner has filed C.P. No. 256 of 2009 for winding up of the respondent-company on the said
disputed transaction. It is stated that in C.P. No. 256 of 2009 arguments were heard. While the orders were yet to be passed, the present petition
has been filed to direct the Central Government to appoint one or more competent persons as inspectors to investigate into the affairs of the
respondent-company and therefore, according to the respondent-company, the said petition is not maintainable. It is stated that inasmuch as the
claim of the petitioner as a creditor has not yet been established and since the petitioner itself has approached the Delhi High Court in which there
is a counter claim made on behalf of the respondent-company, according to the respondent both the petitions for winding up of the company as
well as the petition for investigation are not maintainable. While denying the allegation of mismanagement of the respondent-company, it is stated
that mere opinion of an auditor is not sufficient for investigation and the auditor''s opinion gives only imaginary instances of mismanagement.
It is stated that the slump sale to Origin Foods Ltd., and Ricetek India Ltd., were done in accordance with the board of directors'' resolution
passed as per section 293(1)(a) of the Companies Act for which the Ministry of Commerce has also accorded approval. In order to discharge the
liability of the respondent-company towards the secured creditors like Andhra Pradesh State Financial Corporation, Karur Vysya Bank Ltd., etc.,
the transactions were made through registered document. It is also stated that the allegation of fraud including the instances of fire in the respondent
office have not been made by any creditors of the respondent-company.
The allegation that the resignation of Mr. Sanjeev Malhotra was back dated is denied since his resignation was only as chairman and not as
director. Therefore, according to the respondent-company, there is absolutely no ground for giving any direction to the Central Government to
appoint an inspector to investigate into the affairs of the respondent-company.
The shifting of the registered office of the respondent-company from Delhi to Chennai was only for locational advantage to carry out export and
import activities and even the petitioner has made shipment of their consignment with regard to the disputed transaction at Chennai port only.
Therefore, it is stated that the said shifting has no ulterior motive and they were made with due approval of the Company Law Board. There is no
circumstance warranting a direction against the Central Government to make investigation.
Ms. Amirtha Sanghi, learned counsel appearing for the petitioner would submit that filing of a suit by the petitioner-company in the Delhi High
Court has nothing to do with the present petition for investigation. It is her submission that when the auditor''s report in respect of the respondent-
company has been filed which has revealed certain gross illegalities in the conducting of the business and the affairs of the respondent-company. In
so far as the issue raised by the respondent-company about the jurisdiction and maintainability of the petition u/s 237 of the Companies Act, she
relies upon a judgment of the Kerala High Court in Premier Plantations Ltd. Vs. M. Ebrahimkutty, , to substantiate her contention that the power
of the Company Law Board u/s 237(b) is not a bar for exercising the jurisdiction of this court u/s 237(a) of the Companies Act. It is her
submission that the power of this court for a direction to the Central Government to investigate into the affairs of the respondent-company by
appointing an inspector is available to this court, if the circumstance warrants and the said judgment of the Kerala High Court itself was based on a
judgment of the Supreme Court in Rohtas Industries Vs. S.D. Agarwal and Others, , while dealing with the point about the maintainability on the
basis that the OMCE Jordan is only a trade name and the petitioner cannot sue in that name, it is stated that the respondent-company cannot raise
such dispute since it has raised invoices and executed various other documents in the name of the petitioner-company. It is her submission that the
Ministry of Jordan has issued a certificate dated January 21, 2000, clearly stating that the petitioner is a competent marketing entity and is entitled
to issue invoices.
The next point about the liability of the respondent-company as well as the retirement of Mr. Sanjeev Malhotra it is her submission that the claim
of the petitioner against the respondent itself is based on the pronote executed by the respondent and it is also stated that after Mr. Sanjeev
Malhotra has resigned from the post of director, he has not signed as director but as chairman.
In respect of the counter claim stated to have been made before the Delhi High Court in a suit filed by the petitioner, it is her submission that no
such counter claim has been made in the suit. It is her submission that law is well-settled that even in respect of the counter claim, the same has to
be made within the period of limitation by relying upon a Division Bench judgment of the Delhi High Court in Cofex Exports Ltd. Vs. Canara
Bank,
In respect of the last ground regarding slump sale, it is her submission that the sale was effected to a very low price which is detrimental to the
interest of the creditors. It is her submission that if the investigation is not ordered, in the event of passing of the winding up order, there will be
nothing for the creditors to realise from the respondent-company.
On the other hand, it is the contention of Mr. M. Ganesan, learned counsel for the respondent-company that C.P. No. 256 of 2009 filed by
the petitioner against the respondent-company for winding up in which orders were reserved by this court, came to be dismissed on September 7,
2010 and therefore, according to him, when the principal claim made by the petitioner by way of allegations in the company petition for winding up
has been rejected, the present petition has also to be necessarily dismissed.
It is his case that a direction to the Central Government to investigate into the affairs of the company can be issued only by the Company Law
Board and not by this court and such power is conferred only to the Company Law Board u/s 237(b) of the Companies Act and as against the
order of the Company Law Board, the petitioner can always approach this court by way of judicial review. It is his submission that section 237 is
only an enabling provision which can be exercised by the Central Government only on certain circumstances and even such power can be
exercised only by the persons who are having definite interest in the affairs of the company like the shareholders, board of directors, etc., and not
by the third parties like that of the petitioner. According to learned counsel, inasmuch as the right of the petitioner as a creditor is yet to be decided,
he should be only treated as a third party. He would also rely upon the judgment of the Supreme Court in Rohtas Industries Vs. S.D. Agarwal and
Others, stating that direction to the Central Government to investigate the affairs of the company is a serious one and the same has to be exercised
in exceptional circumstances. He would also rely upon the judgment of the Kerala High Court in Safia Usman Vs. Union of India (UOI) and
Another, to substantiate his contention that the Company Law Board is vested with a statutory remedy and therefore, the petitioner cannot seek
indulgence from the company court. It is his submission that even for the purpose of coming to a conclusion to appoint inspectors for investigation,
it requires evidence about the mismanagement and mal-administration and that is available only to the Company Law Board.
It is also his submission that the petitioner has also filed a suit against the respondent for recovery of amount before the Delhi High Court and
suppressing the pendency of the said suit, the company petition in C.P. No. 256 of 2009 has been filed on the same disputed transaction and
according to him, since the said company petition for winding up itself has been dismissed and in the Delhi High Court, the respondent has made
counter claim against the petitioner, it cannot be said that the petitioner is either a creditor or entitled for recovery of any amount. Therefore, it is his
submission that unless and until, the suit filed by the petitioner is disposed of and a decision has been arrived at in the said suit as to whether the
petitioner is entitled for the amount claimed, in the circumstances that the respondents has made a counter claim, the petition for investigation is
misconceived. He would submit that the respondent who is carrying on business in exporting mango pulp to overseas buyers and it is for the
purpose of supply of packing materials, the petitioner has agreed to supply 48,024 conical drums by three shipments with 8 containers and in
respect of the first shipment itself, there has been a breach, due to which, the respondent-company, who has been carrying on business in
procuring fruits which is a perishable commodity was trapped in a situation, where they were left without packing materials to fulfil their export
orders and the consignment had to be lifted by the respondent on payment of huge demurrage fee and the goods consigned were totally sub-
standard, not useful and having scrap quality and it is stated that the Delhi High Court in which the suit has been filed is seized of the entire issue
and the petitioner is not a creditor under the Companies Act. It is his submission that filing such application for roving enquiry and fishing expedition
cannot be made about the affairs of the respondent-company. It is stated that the respondent is a reputed company which has been discharging
liabilities towards their creditors. He would submit that u/s 237(a)(ii), only a declaration can be issued in an existing proceeding that the affairs of
the company ought to have been investigated by appointing the inspector and such declaration can be made only in extreme circumstances where
concrete evidence is available for mismanagement. It is also his submission that the conduct of the petitioner is only to harass the respondent and he
would submit that even a complaint has been lodged against the respondent of serious fraud and investigation in SIFO (Serious Fraud and
Investigation Office) attached to the Ministry of Company Affairs u/s 420 of the Indian Penal Code, 1860. It is also his submission that the cases
referred to by the petitioner are not applicable to the facts of the present case.
The power of ordering investigation into the company''s affairs may arise on the basis of a report of the Registrar of Companies u/s 235 or on
the application of the members supported by evidence u/s 236 of the Act in which case, the Central Government is liable to appoint inspectors as
per the directions of the Company Law Board. In respect of the other cases, regarding the investigation of the company''s affairs, section 237 of
the Companies Act enables the Central Government to appoint inspectors to investigate into the affairs of the company.
Section 237 of the Companies Act, is as follows:
Without prejudice to its powers u/s 235, the Central Government-
(a) shall appoint one or more competent persons as inspectors to investigate the affairs of a company and to report thereon in such manner as the
Central Government may direct, if-
(i) the company, by special resolution; or
(ii) the court, by order,
declares that the affairs of the company ought to be investigated by an inspector appointed by the Central Government; and
(b) may do so if in its opinion or in the opinion of the Tribunal, there are circumstances suggesting-
(i) that the business of the company is being conducted with intent to defraud its creditors, members or any other persons, or otherwise for a
fraudulent or unlawful purpose, or in a manner oppressive of any of its members, or that the company was formed for any fraudulent or unlawful
purpose;
(ii) that persons concerned in the formation of the company or the management of its affairs have in connection therewith been guilty of fraud,
misfeasance or other misconduct towards the company or towards any of its members; or
(iii) that the members of the company have not been given all the information with respect to its affairs which they might reasonably expect,
including information relating to the calculation of the commission payable to a managing or other director, or the manager, of the company.
Section 237 of the Act is in two parts. Under the first category, it is the duty of the Central Government to appoint inspectors to investigate
into the affairs of the company in cases where the company passes its resolution or the court passes an order declaring that the affairs of the
company ought to be investigated. The second category of cases where the Central Government appointed one or more inspectors for
investigation suo motu or on the opinion of the Company Law Board based on the circumstances contemplated u/s 237(b) of the Act.
The power of the company court directing the Central Government to appoint the inspectors to investigate into the company''s affairs is distinct
from the power of the Central Government either on its own motion or on the opinion of the Company Law Board. While the court gives
directions u/s 237(a)(ii), the same has been necessarily followed by the Central Government in appointing the inspector to investigate into the
affairs of the company. In that event, the court has to declare that the affairs of the company ought to be investigated by an inspector appointed by
the Central Government and such power of the court is wider and not restricted by the conditions imposed on the suo motu powers of the Central
Government or on the Company Law Board to give its opinion as it is stated u/s 237(b) of the Companies Act.
The present application is filed by the petitioner u/s 237(a)(ii) of the Act before this court and therefore, it is only when this court makes a
declaration that the affairs of the company ought to be investigated by an inspector, the Central Government can be directed to appoint such
inspectors. Therefore, the contention raised by learned counsel for the respondent-company that the petitioner has to approach only the Company
Law Board to appoint inspector to investigate the affairs of the respondent-company is not tenable. In fact, it cannot be said that the court''s power
to give direction to the Central Government on declaration u/s 237(a)(ii) can be exercised only if the three conditions mentioned u/s 237(b) are in
existence. Therefore, the power of this court are wider and even if a situation for declaration is not covered under any one of the three
circumstances or conditions contemplated u/s 237(b) of the Act, there is no impediment for the court to exercise its power of declaration and
consequential direction to the Central Government u/s 237(a)(ii) of the Act. While the powers of the Company Law Board or suo motu powers of
the Central Government u/s 237(b) of the Act for a direction to investigate through inspectors is restricted under any one of the three conditions
mentioned therein, such restrictions are certainly not applicable for the company court to declare that the affairs of the company ought to be
investigated and also to direct the Central Government to appoint inspector for such investigation.
In fact, the Division Bench of the Kerala High Court in Premier Plantations Ltd. Vs. M. Ebrahimkutty, by referring to the judgment of the
Supreme Court in Rohtas Industries Vs. S.D. Agarwal and Others, wherein it was held that the jurisdiction of the Company Law Board u/s 237(b)
is restricted only under three conditions mentioned in three sub-clauses, has held that the power of the Company Law Board to order investigation
u/s 237(b) of the Act is not a bar for the company court in exercising its discretionary jurisdiction u/s 237(a)(ii) of the Act, in the following
observation:
It was argued by counsel for the appellants that in Safia Usman Vs. Union of India (UOI) and Another, a single judge of this court held that without
exhausting the remedy u/s 237(b), the court cannot exercise power u/s 237(a)(ii). A reading of this decision shows that proper relief was not asked
in the petition as required u/s 237(a)(ii) and the company itself was not impleaded as a party. Existence of an alternate remedy also can be taken as
a condition for refusing to exercise the discretionary jurisdiction in appropriate cases, but it cannot operate as an absolute bar. Nowhere in section
237 is it stated that the court cannot be approached u/s 237(a)(ii) before approaching the Company Law Board u/s 237(b). It is true that after the
amendment of section 237(b) of the Companies (Amendment) Act, 1988, with effect from May 31, 1991, the Company Law Board has power to
direct the Central Government to appoint inspectors to investigate into the affairs of the company if circumstances mentioned in subclause (i), (ii) or
(iii) of section 237(b) exist. But the Company Law Board must be satisfied that such circumstances exist as held by the apex court in The Barium
Chemicals Ltd. and Another Vs. The Company Law Board and Others, Before amendment, this power was with the Central Government itself.
See also Rohtas Industries Vs. S.D. Agarwal and Others, . The power of the Company Law Board u/s 237(b) is not a bar in exercising the
discretionary jurisdiction of the court u/s 237(a)(ii). No such condition was made out by the Legislature for exercising the jurisdiction by the
company court u/s 237(a)(ii) even though the court will take such a course only if circumstances warrant.
It was in Rohtas Industries Vs. S.D. Agarwal and Others, while construing section 237(a) and (b) of the Act, the Supreme Court has held that
u/s 237(b), the power of the Central Government is discretionary, while u/s 237(a) when once the company passes a special resolution for
investigation or the court declares that the affairs of the company to be investigated, the same has to be mandatorily implemented by the Central
Government. Therefore, the fact remains that the availability of such power to the court u/s 237(a)(ii), is not fettered by the restrictive conditions
imposed u/s 237(b)(i), (ii) and (iii). But it does not mean that the court can straightaway order investigation into the affairs of the company. Such
power of declaring the affairs of the company to be investigated cannot be construed to be an ordinary power, taking into consideration that such
investigation as declared by the court has certainly got a very serious consequence on the image of the company. Therefore, the court''s duty
before declaring such position is more onerous and in my considered view, even, more than the recommendation of the Company Law Board, u/s
237(b) of the Act. In fact, the Supreme Court in the above said judgment, in no uncertain terms made it clear that such declaration for investigation
must be on good and satisfactory ground which should be treated as an exceptional case. The Supreme Court has even gone to the extent of
saying that the powers u/s 237(b) ought to be exercised not as a person of ordinary standard but must be that of an expert. The following
paragraphs are extracted hereunder:
The power conferred on the Central Government u/s 235 as well as u/s 237(b) is a discretionary power whereas the Central Government is bound
to appoint one or more competent persons as inspectors to investigate the affairs of a company and to report thereon in such manner as the
Central Government may direct if the company by special resolution or the court by order declares that the affairs of the company ought to be
investigated by an inspector appointed by the Central Government (section 237(a)(i),(ii)). It may be noted that before the Central Government can
take action u/s 235 certain pre-conditions have to be satisfied. In the case of an application by members of the company under clause (a) or (b) of
section 235, the same will have to be supported by such evidence as the Central Government may require for the purpose of showing that the
applicants have good reason for requiring the investigation, and the Central Government may, before appointing an inspector, require the applicant
to give security for such amount not exceeding Rs. 1,000 as it may think fit for payment of the costs of the investigation. From the provisions
contained in sections 235 and 236, it is clear that the Legislature considered that investigation into the affairs of a company is a very serious matter
and it should not be ordered except on good grounds. It is true that the investigation u/s 237(b) is of a fact-finding nature. The report submitted by
the inspector does not bind anybody. The Government is not required to act on the basis of that report, the company has to be called upon to have
its say in the matter but yet the risk it may be a grave one is that the appointment of an inspector is likely to receive much press publicity as a result
of which the reputation and prospects of the company may be adversely affected. It should not therefore be ordered except on satisfactory
grounds....
The power under sections 235 to 237 has been conferred on the Central Government on the faith that it will be exercised in a reasonable manner.
The department of the Central Government which deals with companies is presumed to be an expert body in company law matters. Therefore, the
standard that is prescribed u/s 237(b) is not the standard required of an ordinary citizen but that of an expert. The learned Attorney-General did
not dispute the position that if we come to the conclusion that no reasonable authority would have passed the impugned order on the material
before it, then the same is liable to be struck down. This position is also clear from the decision of this court in The Barium Chemicals Ltd. and
Another Vs. The Company Law Board and Others,
Therefore, one has to necessarily look into the entire facts for a categoric finding of very serious circumstance in the affairs of the company.
Therefore, mere incurring of loss in some of the sales effected or transfer of immovable properties, etc., itself cannot be a ground to declare that
the affairs of the company should be investigated unless a patent fraud or maladministration, on the face of it, has been committed by the company
and by such declaration made by this court, certainly, the company''s prospects are going to dwindle in the eye of the public and one can imagine
that in such a situation, if at all, there is any possibility of revival or rehabilitation, the same is likely to be fettered on passing of such order. While
passing such declaration, in my considered view, the court has to take into consideration, not only, the seriousness of various transactions but on
the unassailable proof and on a consideration that the affairs of the company are being carried on in such a manner that it becomes irredeemable
and therefore, in the interest of preserving the existing assets and also to enable proper action to be taken against the persons responsible for such
consequential position of the company, the investigation should be ordered as a last resort. While deciding so, certainly, this court can go into the
status and locus standi of the person who approaches it u/s 237(a)(ii) of the Act seeking for such a declaration. Inasmuch as the power of the court
is extraordinary, necessarily, the petitioner has to prove that he has an unassailable right against the company and unimpeachable authority and
interest in the maintenance of the company''s affairs, in a proper manner.
It is in that background the order passed by this court in C.P. No. 256 of 2009, dated September 7, 2010, filed by the petitioner-company
herein against the respondent for winding up is required to be considered with utmost importance. The petitioner has approached the company
court u/s 433(e) and (f) of the Companies Act for winding up of the company on the ground that it is entitled to recover a specified amount on a
transaction and after the statutory notice having been issued the respondent failed to pay the amount and therefore, it is just that the respondent-
company should be wound up. It is well-settled that when once the court is satisfied in entertaining the application for winding up, any orders
passed either by admitting or appointing provisional liquidator and effecting publication in newspapers and so on, the court takes the interest of the
creditors, the contributories and depositors of the respondent-company. It was considering the said application, this court, taking note of the fact
that the petitioner has filed a summary suit in the Delhi High Court against the respondent for recovery of an amount of Rs. 7,14,99,562, etc., in
C.S. No. 1719 of 2009 and the respondent has filed an application to leave to defend before the court wherein the respondent has disputed the
liability and also made a counter-claim to the extent of Rs. 1,18,45,213 against the petitioner, the company court has found that there was no
sufficient evidence to initiate the winding up proceedings especially when the respondent has disputed the liability but on the other hand made
counter claim against the petitioner itself. The following observation of this court which is relevant, reads as follows:
For the re-payment of money, the petitioner filed a civil suit before the Delhi High Court and the same is pending. For the purpose of winding
up only the above company petition has been filed. The evidence provided by the petitioner is hardly sufficient to initiate winding up proceedings
against the respondent-company.
Therefore, there is absolutely no difficulty to conclude as submitted by learned counsel for the respondent Mr. K. Ganesan that the right of the
petitioner even to make money claim against the respondent-company in question which is the only transaction between the petitioner and the
respondent and in such circumstances, in my considered view, it is not proper for this court to exercise the extraordinary power of declaring
investigation against the respondent-company at the instance of the petitioner. It is also to be noted that the power of the company court to declare
that the affairs of the company to be investigated u/s 237 of the Act is to enable the Central Government to arrest mismanagement, fraud, etc., and
such power cannot be compared to the power of the company court, while ordering winding up of the company wherein the court looks into the
interest of the creditors, depositors, contributories, etc., of the company in liquidation. Even on a reference to the various instances which are
stated to have been culled out by the petitioner from and out of the balance-sheet and profit and loss account filed by the auditor of the
respondent-company wherein certain financial irregularities are stated to have been made out by the auditor''s report, various instances categorised
therein, in my considered view, can be only treated as incidents of commercial transactions in the business world and cannot be, on the face of it,
considered to be very serious in nature. The validity or otherwise of the counter claim stated to have been made by the respondent-company in a
suit filed by the petitioner-company before the Delhi High Court is not necessarily to be traversed by this court in this application, since what is
required is a prima facie status of the petitioner to make a legitimate claim against the respondent to maintain any accusation against the
respondent-company. In such view of the matter, in my considered view, that the situation in respect of the management of the respondent-
company does not warrant for this court to order investigation against the affairs of the company at the instance of the petitioner. Accordingly, the
petition is dismissed. No costs.