DELTON CABLES v. TDT COPPER LIMITED — 1997 DIGILAW 311 (DEL)

S. K. MAHAJAN ( 1 ) THE short point involved in this case is whether the Court while deciding an application under Section 442 of the Companies Act for stay of the suits pending against the company in any other Court, has the jurisdiction to stay only such suit where a debt is sought to be recovered from the company and this jurisdiction cannot be extended to the cases where liability of the company is not being decided. If this question is decided in the affirmative, further question which arises for consideration is whether in the facts and circumstances of this case, the suit pending in the Court at Rewari is liable to be stayed? Let me first give a few facts:- ( 2 ) IN or about 1992, the petitioner - Delton Cables Limited is lleged to have conceived the idea of setting up a continuous copper cost rod project in India and respondents 2 and 3, namely, Taihan Electric Wire Company Limited, a company incorporated under the laws of Korea and Tomen Corporation, a company incorporated under the laws of Japan, were stated to have been identified as prospective partners and they agreed to work on partnership basis and set up the project in India. A Memorandum of Understanding dated 24th April, 1993 was entered into between the parties setting out the broad principles on which the parties were to work together. A joint venture company was proposed to be incorporated in which it is alleged that the petitioner was to have 15% shares, respondent No 2 - 36% and respondent No. 3 - 15%. The balance 34% shares were to be given to Indian financial institutions and/or the Indian public of which 11% could be contributed by the financial institutions or group/associates of the petitioner. Respondent No. 1 company being the joint venture of the parties was incorporated on 17th November, 1993 and the joint venture agreement was executed between the parties on 18th September, 1993. ,the petitioner allegedly owned a piece of land on the Delhi-Jaipur highway at Dharuhera, District Rewari, Haryana and its first capital contribution is stated to be by way of the said land. The factory of respondent No. 1 was to be constructed on the said land. ,the petitioner allegedly owned a piece of land on the Delhi-Jaipur highway at Dharuhera, District Rewari, Haryana and its first capital contribution is stated to be by way of the said land. The factory of respondent No. 1 was to be constructed on the said land. ( 3 ) UNDER the joint venture agreement, the Board of Directors of the company consisted of 12 directors and Managing Director was to be nominated by the petitioner who was to hold the office for a term of three years. It is stated that to constitute the coram for the Board meetings of the company, presence of at least one nominee director of all the three parties was necessary. It is alleged that respondents 2 and 3 aking advantage of the fact that the petitioner was largely dependent upon them for exclusive implementation of the joint venture company, forced it to agree to make material changes in the joint venture agreement which allegedly caused the partial ouster of the petitioner from the management and control of the joint venture company. The equity participation of respondent No. l was reduced from 15% to 10%; the option of the petitioner to subscribe to additional 11% shares was taken away and the petitioner no longer retained the right to nominate the Managing Director of the company. The representation of the petitioner in the Board of Directors was also alleged to have been reduced from 2 to 1 and the land at Dharuhera was not to be treated as the petitioner s capital contribution but was to be sold to respondent No. l. There arose differences between the parties in the management of the company for which I am not to go in detail for deciding the present application. It is alleged that after some negotiations, the parties entered into a second Memorandum of Understanding dated 8th June, 1995. , The petitioner is alleged to have been compelled to agree to the harsh and onerous terms of the second Memorandum of Understanding to its gross detriment which were alleged to have been inserted with the sole intention of ultimate ouster of the petitioner from the joint venture company and the project itself. , The petitioner is alleged to have been compelled to agree to the harsh and onerous terms of the second Memorandum of Understanding to its gross detriment which were alleged to have been inserted with the sole intention of ultimate ouster of the petitioner from the joint venture company and the project itself. The petitioner s nominee director is stated to have been attending the Board meetings of respondent No. 1 company from time to time, however, the minutes of the meeting were allegedly already pre-drafted and approved by the nominees of respondents 2 and 3 without the consent of the petitioner and only the formality of recording the attendance of the petitioner had been gone through and no effort was alleged to have been made by the respondents to include them in any matter. Certain items were alleged to have been discussed in the meetings even though they were not on the agenda for the Board meeting of that day. ( 4 ) IT is further alleged that respondents 2 and 3 had sought to appoint a new Managing Director in the Board meeting dated 20th June, 1996 without such appointment being an item on the agenda and without any discussion in that regard in the meeting itself; the appointment is stated to be illegal and in violation of Section 269 of the Companies Act. It is apprehended that respondents 2 and 3 may hold such meetings of the Board of respondent No. 1 and pass totally illegal and unauthorised resolutions without prior information, knowledge or consent of the petitioner. It is alleged that while the agenda for the next Board meeting of 30th September, 1996 included the confirmation of minutes of the previous meeting dated 20th June, 1996, such minutes were not provided to the petitioner till 25th September, 1996 and the drafts minutes were sent only on 27th September, 1996 on a specific request having been made by the petitioner in that regard. According to the petitioner, before giving approval to the said minutes,. According to the petitioner, before giving approval to the said minutes,. a meeting of the Board of Directors of the petitioner company was required to be held and as there was no sufficient time for holding such a meeting, the petitioner wanted the deletion of the said item from the agenda of the meeting which was scheduled to be held on 30th September, 1996; that though the respondents were not willing to delete the said item from the agenda, however, on the threat of the petitioner not to attend the meeting, respondents were compelled to delete the said item as absence of the petitioner would have rendered the meeting invalid since to constitute the coram of the meeting presence of the nominee director of the petitioner was necessary. It is stated that by a letter dated 29tn October, 1996 final draft of the proposed amendment of the joint venture agreement allegedly discussed at the Board meeting of 20th June, 1996 was sent to the petitioner. It is alleged that the proposed amendment would completely oust the petitionerfrom the management and control of the joint venture agreement as it was provided that requirement of a valid coram was proposed to be changed from 7 to 8 directors and the presence of at least one nominee director of the parties would not be. necessary for constituting a valid coram. Strength of the Board was also sought to be increased to 14. The petitioner, therefore, by a fax message dated 4th November, 1996 allegedly intimated the respondents that the items regarding the capital contribution, loans/ short fall undtaking and any other item, should be deleted from the agenda of the Board meeting which was scheduled to be held on 20th November, 1996. However, respondent No. 1 by a fax dated 6th November, 1996 intimated the petitioner that none of the foregoing items would be deleted from the agenda of the Board meeting. However, respondent No. 1 by a fax dated 6th November, 1996 intimated the petitioner that none of the foregoing items would be deleted from the agenda of the Board meeting. ( 5 ) ON these allegations, it is the contention of the petitioner that the partnership between the petitioner and respondents 2 and 3 had come to an end for all intents and purposes due to the acts of misconduct, mismanagement and oppression by the respondents which has lead to a loss in mutual confidence and a state of irreconciable animosity precluding all hopes of reconciliation and there is a complete deadlock in the management of respondent No. l company and of the project. The actions of respondents 2 and 3 are alleged to be malafide, frivolous and arbitrary and the petitioner reasonably and bonafide believed that the joint venture agreement itself had become unviable and uneconomical in comparison with similar projects of Finolex Essex Private Limited and the Indo-Gulf project since the project cost has now escalated from the original Rs. 42. 55 crores to over Rs. 58 crores. It is, therefore, stated that it was a fit case where respondent No. 1 company ought to be wound up on the ground that it was just and equitable to do so. ( 6 ) ALONG with the petition an application was filed by the petitioner under Section 443 of the Companies Act, 1956 for interim relief for restraining the respondents from giving effect to the minutes of the Board meeting held on 20th June, 1996. Certain other reliefs have also been claimed in the said application. When the matter came up for hearing before the Court on 20th November, 1996 the Court while issuing notice of the application to the respondents. also directed that "resolutions passed in the meeting of the Board of Directors shall be- subject to the outcome of this petition". Notice of the petition was directed to be issued to the respondents for 4th February, 1997. ( 7 ) THE respondents filed their reply on 4th February, 1997. On 5th February, 1997, respondent No. l also filed an application being CA. Notice of the petition was directed to be issued to the respondents for 4th February, 1997. ( 7 ) THE respondents filed their reply on 4th February, 1997. On 5th February, 1997, respondent No. l also filed an application being CA. No. 109/97 under Section 442 of the Companies Act alleging that the petitioner with malafide purposes and ulterior motives, with a view to harass respondent No. 1 has instigated its associate, namely, M/s. Ram Kumar Gupta and Sons Limited who was a shareholder in the petitioner company and was also holding 100 shares of Rs. 10 each in respondent No. l company to file a suit for injunction restraining the company from carrying on its business through the present Board of Directors till the company was liquidated. in accordance with the joint venture agreement and in accordance with law. The said suit was pending in the Court of the Civil Judge (JD), Rewari, Haryana. It is alleged that the reliefs claimed in the said suit cannot be adjudicated upon by the Court at Rewari as the registered office of the company was in Delhi and in case the suit was allowed to continue, the. same may result in conflicting orders passed by two Courts. The applicant, therefore, prayed for stay of the said suit On 6th February, 1997 this Court passed an ex parte order on the aforesaid application of the applicant in the following terms:- "the main petition has been filed by M/s. Delton Cables Limited for winding up of the applicant company on the ground that it is just an equitable to wind up the company. The matter was listed on 4th February, 1997 when time was sought by the company to file reply and the case had been adjourned to 12th March, 1997. One of the shareholders of M/s. Delton Cables Limited, namely, M/s. Ram Kumar Gupta and Sons Limited has filed a suit for injunction against the applicant in the Court of the Civil Judge (JD), Rewari, Haryana, restraining the applicant from carrying on its business through its present Board of Directors till the company is liquidated. It is apprehended that the said Court may pass an order which may be in conflict with the order ultimately passed by this Court and this application has, therefore, been filed for the stay of the said suit. It is apprehended that the said Court may pass an order which may be in conflict with the order ultimately passed by this Court and this application has, therefore, been filed for the stay of the said suit. Issue notice of this application to the petitioner as well as to M/s. Ram Kumar Gupta and Sons Limited, returnable on 12th March, 1997, the date already fixed. In the meantime, proceedings in the suit filed by M/s. Ram Kumar Gupta and Sons Limited against the applicant company, pending in the Court of Shri Sudhir Jeevan, Civil Judge (JD), Rewari, Haryana, shall remain stayed. DASTI" ( 8 ) STILL another suit was filed by Delton Cables Limited against all the respondents in the Court of Sh. A. K. Singh Panwar, Civil Judge (Senior Division), Rewari for the specific performance of Article 18 of the joint venture agreement dated 18th September, 1993 and to take appropriate steps to liquidate defendant No. 1 in accordance with the procedure set out therein. A decree for permanent injunction and certain other reliefs have also been claimed in the said suit. On coming to know of the said suit, the respondents filed another application being CA. No. 122/97 for stay of the suit on the ground that continuance of the suit will result in double jeopardy inasmuch as the company would have to defend itself in two different forums and the same may also result in the passing of the conflicting orders. On 11th February, 1997 when this application came up for hearing before this Court, notice was accepted by the petitioner and it was stated that an adjournment would be sought by the petitioner in the Court at Rewari on the next. date of hearing and no interim order was, therefore, passed staying the said suit. It is this application which I am proposing to dispose of by this order. ( 9 ) A preliminary objection has been taken by the petitioner to the maintainability of the said application on the ground that Section 442 of the Companies Act (hereinafter referred to as "the Act") confers a discretion on the Court to stay any suit or proceedings against the company, which is the subject-matter of winding up proceedings, and assuming that the suit was liable to be stayed, such stay could only be vis-a-vis first respondent and not against respondents 2 and 3. It is also stated that the suit was for specific performance of joint venture agreement dated 18th September, 1993 to which respondent No. 1 was not a party and the relief was being claimed mainly against respondents 2 and 3 and respondent No. 1 was only a performa party in the said suit. According to the petitioner, therefore, there was no question of the suit being stayed by the Court. , During the course of arguments, it was contended by Mr. Kapur, learned Senior Advocate appearing on behalf of the petitioner, that the application is also not maintainable for the reason that Section 442 applies only in cases where a debt was sought to be recovered from the company in suit pending in another Court and the jurisdiction of the Company Court cannot be extended for stay of those cases where liability of the company was not being decided. ( 10 ) TO appreciate the contentions of Mr. Kapur, it will be relevant to first refer to Section 442 of the Companies Act to ascertain its scope and whether the suit of the present nature filed by the petitioner in the Court at Rewari can be stayed under the provisions of the said Section. Section 442 of the Act reads as under :- Power of Court to stay or restrain proceedings against company "at any time after the presentation of a winding up petition and before a winding up order has been made, the company, or any creditor or contributory, may- (a) where any suit or proceeding against the company is pending in the Supreme Court or in any High Court, apply to the Court in which the suit or proceeding is pending for a stay of proceedings therein; and (b) where any suit or proceeding is pending against the company in any other Court, apply to the Court having jurisdiction to wind up the company, to restrain further proceedings in the suit or proceeding; and the Court to which application is so made may stay or restrain the proceedings accordingly, on such terms as it thinks fit. " ( 11 ) A perusal of the Section shows that after the presentation of the winding up petition and before a winding up order has been made, on the filing of any suit or proceeding against the company pending in any Court other than the Supreme Court and the High Court, the company, the creditor or the contributory has a right to apply to the Court where the proceedings for winding up are pending against the company to restrain further proceedings in the suit or proceedings and the Company Court has the jurisdiction to stay or restrain the proceedings accordingly on such terms as it thinks fit. The Section nowhere lays down that provision will apply only in cases where a debt is sought to be recovered from the company in suits pending in other Courts. It is any suit or proceedings against the company that can be stayed under the provisions of Section 442 of the Act. Faced with this, Mr. Kapur contends that the main object of Section 442 is to protect the properties of the company and the purpose is to avoid the filing of the collusive suits against the company by unscrupulous persons so as to create a liability against the company. According to him, while the cause of action for filing this petition is that as there has been a complete deadlock in the management of respondent No. 1, there is no hope or possibility of the functioning of the project, the same having become unviable and uneconomic and it was, therefore, just and equitable that the company should be wound up, whereas the cause of action for filing the suit in the Rewari Court is the termination of the joint venture agreement. According to Mr. Kapur, under Article 18 of the joint venture agreement either party could terminate the agreement by delivering a written notice of termination to the other if the company was subject of proceedings for liquidation or dissolution and as immediately on the filing of the winding up petition the company became the subject of proceedings for liquidation or dissolution, the agreement was terminated and the same gave a right to the petitioner to file a suit for specific performance of Article 18 of the said agreement. According to Mr. According to Mr. Kapur, the scope of Section 442 of the Act has been limited by judicial pronouncement and this Section has to be read along with Section 446 of the Act. He has placed reliance upon the judgments reported as Official Liquidator Vs. Dharti Dhan (P) Limited, AIR 1977 SC 740 ; Freewheels (India) Limited Vs. Veda Mitra AIR 1969 Delhi 258; and D Wilson (Birmingham) Limited Vs. Metropolitan Property Developments Limited and Another, (197 5)2 All England Reports 814. ( 12 ) IN Official Liquidator Vs-Dharti Dhan (P) Limited (Supra), the facts were that the Golcha properties Private Limited was wound up under the orders of Rajasthan High Court on 10th May, 1968, Dharti Dhan (P) Limited with its registered office at Bombay was one of the debtors of the Golcha company to the extent of Rs. 11,69,043. 00. Before the winding up of the company, certain agreements were entered into between the company and the said Dharti Dhan (P) Ltd. to pay the said amount by annual instalments of Rs. 2,50,000. 00 On the default of Dharti Dhan (P) Limited to pay the instalments, a claim under Section 446 (2) of the Companies Act for recovery of a sum of Rs. 5,00,000. 00 was made before the Company Judge of the High Court ofrajasthan. In the meantime, on 20th November, 1969 the Registrar of Companies filed a petition for winding up of Dharti Dhan (P) Ltd. in the Bombay High Court. An order of citation was passed by the Bombay High Court on 3rd January, 1970. An appeal against this order was filed by Dharti Dhan (P) Ltd. and by an order dated 3rd February, 1970 the order of advertisement of the winding up petition was stayed by a Division Bench of the Bombay High Court. An application was filed by the aforesaid Dharti Dhan (P) Ltd. in the Rajasthan High Court for stay of the proceedings against it under Section 446 (2) of the Act on the ground that a compulsory winding up petition was pending against it in the Bombay High Court. The object of Dharti Dhan (P) Ltd. appeared to be to obtain an indefinite stay of proceedings against it in both the High Courts. The object of Dharti Dhan (P) Ltd. appeared to be to obtain an indefinite stay of proceedings against it in both the High Courts. If that was the correct inference, as the same appeared to the Court to be, the stay application under Section 442 (b) of the Act could not be bonafide and looked to be an abuse of the process of the Court. The Rajasthan High Court, therefore, rejected the application under Section 442 (b) of the Act on 9th May, 1974. A Division Bench of the High Court, however, allowed the appeal and ordered the stay of proceedings under Section 446 (2) against the company. It is against this order of the Division Bench that a Special Leave Petition came to be filed in the Supreme Court of India. It was in this background that the Supreme Court held that "the clear object of Section is that claims in suits and proceedings pending elsewhere which have a bearing on the companies liabilities, may be stayed only until the winding up order is made, because, after the winding up order has been passed, Section 446 begins to operate so as to automatically transfer with certain exceptions proceedings against the company being wound up to the Court exercising the jurisdiction to wind it up. " ( 13 ) IN Freewheels (India) Limited Vs. Veda Mitra (Supra), Freewheels (India) Limited - a subsidiary company of Globe Motors Limited intended to raise its capital. A petition for winding up against the Globe Motors Limited had already been admitted by the Court and administrator was appointed for safeguarding the interest of the unsecured creditors. Globe Motors Limited held 20% equity shares in Freewheels (India) Limited. The subsidiary company was a prosperous concern. On 22nd July, 1968 the subsidiary company decided to issue a further capital of Rs. 3,00,000. 00- to offer the same in accordance with Section 81, to the holders of equity shares in the subsidiary company. If the holding company were in a position to subscribe to the additional capital issued, they would retain their majority of 52 percent, as under Section 81 the shares have to be offered to the existing equity shareholders in proportion, as nearly as the circumstances admit, to the capital paid up on their shares. If the holding company were in a position to subscribe to the additional capital issued, they would retain their majority of 52 percent, as under Section 81 the shares have to be offered to the existing equity shareholders in proportion, as nearly as the circumstances admit, to the capital paid up on their shares. An application was filed before the Company Judge contending that the issue of fresh capital had been made malafide and with a view to deprive the holding company of its right to control the subsidiary company and thereby of a valuable asset. It was, therefore, prayed that the subsidiary company be restrained from giving effect to the resolution raising further capital. It was argued on behalf of the subsidiary company that it being not a party to the winding up proceedings, the Court had no jurisdiction to restrain it from issuing further capital; that the issue of further capital was necessary to meet the minimum needs of the subsidiary company; that the subsidiary company had to make arrangements for payment to the extent of Rs. 21,00,000. 00 and if they were restrained from raising further capital, they will get into serious difficulties; that the holding company was primarily responsible for burdening the subsidiary company with some of its liabilities; and that the strain caused by the holding company had necessitated the issue of further capital. The learned single Judge had recourse to the Sections 212, 214, 318 and 338 and came to the conclusion that the subsidiary company was a part of the property or asset of the holding company and restrained it from raising further capital. This order was challenged before a Division Bench of the High Court of Delhi. The order of learned single Judge was challenged before the Division Bench mainly on the following grounds:- (l)The Court had no jurisdiction to pass an injunction order against the subsidiary company which was not a party to the winding up proceedings. This order was challenged before a Division Bench of the High Court of Delhi. The order of learned single Judge was challenged before the Division Bench mainly on the following grounds:- (l)The Court had no jurisdiction to pass an injunction order against the subsidiary company which was not a party to the winding up proceedings. He, however, did not dispute that the subsidiary company appeared in the injunction matter and argued the same; and (2) even if the Court had jurisdiction to pass an order it was not an appropriate case for grant of injunction because - (a) the working of the subsidiary company could not be jeopardised and its expansion could not be hampered because of the financial difficulties in which the holding company had landed; and (b) the only ground for stay pressed by the petitioner in the stay matter was the inability of the holding company to subscribe to the capital which was not a valid ground for issue of an injunction. "( 14 ) IT was in this context that the Division Bench held that the "main object of the winding up of a company is to protect its assets and the interest of its creditors and/or shareholders. It is for this reason that power has been given under Section 456 (1-A) to the liquidator or the provisional liquidator to secure the custody or control of property, effects or actionable claims to which the company is or appears to be entitled through, inter alia, the District Magistrate within whose jurisdiction such property etc. may be situate. Under Section 442 the Court may, at any time after the presentation of a winding up petition and before a winding up order has been made, stay any proceedings pending against the company. . Section 441 fictionally fixes the date of commencement of winding up as the date of presentation of the petition and, therefore, once an order for winding up is passed it is deemed to have been passed on the day the petition was presented. This is, of course, subject to certain exceptions embodied expressly or impliedly in some of the provisions of the Act. "the Division Bench, therefore, did not agree with the findings of the learned single Judge and the appeal was allowed. ( 15 ) RELYING upon these observations, it is argued by Mr. This is, of course, subject to certain exceptions embodied expressly or impliedly in some of the provisions of the Act. "the Division Bench, therefore, did not agree with the findings of the learned single Judge and the appeal was allowed. ( 15 ) RELYING upon these observations, it is argued by Mr. Kapur that it is only in cases where debt is sought to be recovered from the company in suit and proceedings pending elsewhere having a bearing on the company s liability that a stay can be granted by the Court under Section 442 of the Act and Section 442 must be read along with Section 446 because while Section 442 is applicable before the winding up of the company, the provisions of Section 446 will be applicable after the winding up of the company. However, according to Mr. Kapur, the object of both the Sections is the same. ( 16 ) IN my view, none of the two judgments, namely. Official Liquidator Vs. Dharti Dhan (P) Limited (Supra) and Freewheels (India) Limited Vs. Veda Mitra (Supra), will be of any assistance to the petitioner. Those judgments were given on the facts of those cases and the same will not be applicable to the facts and circumstances of the present case. It is nowhere laid down in any of the these judgments that Section 442 will apply only in cases where a debt is sought to be recovered from a company in any other Court and the jurisdiction cannot be extended to the cases where liability of the company is not being decided. In my view, the object of Section 442 of the Act is that after a petition for winding up has been presented against the company, no other Court should proceed with any suit or proceeding against the company where matters similar in nature are to be decided by the Company Court. No other interpretation of Section 442 of the Act will serve the object for which the Section has been added in the statute. A party cannot be allowed to have two parallel proceedings in different Courts as the same will amount to the abuse of the process of the Court. I have not been able to make myself agreeable to the contentions of Mr. A party cannot be allowed to have two parallel proceedings in different Courts as the same will amount to the abuse of the process of the Court. I have not been able to make myself agreeable to the contentions of Mr. Kapur that the provisions of Section 442 of the Act will apply only to cases where a debt is sought to be recovered from the company or where the liability of the company is being decided. I have not referred to the judgment in D Wilson (Birmingham) Limited Vs. Metropolitan Property Developments Limited and Another (Supra), cited by Mr. Kapur as, in my view, the same is not relevant for decision of the present application. ( 17 ) THE petitioner had along with the petition for winding up filed an application being CA. No. 921/96 for an order restraining the respondents from giving effect to the minutes of the Board of Directors meeting of respondent No. 1 dated 20th June, 1996 and for passing an order to restrain respondent No. 1 from giving effect to the resolutions passed in the Annual General Meeting of respondent No. 1 on 12th August, 1996. The petitioner had also prayed for passing of an order to appoint Special/court Officer to supervise the business and management of respondent No. l and its Managing Director. On this application of the petitioner, the Court passed an ex-parte ad interim order to the effect that the resolutions passed in the meeting of the Board of Directors shall be subject to the outcome of the petition. It appears that the petitioner not being able to obtain an ex-parte order from this Court, filed a suit in the Court of the Senior Sub-Judge, Rewari against the respondents. In the said suit, the petitioner claimed a decree for specific performance of Article 18 of the Joint Venture Agreement dated 18th September, 1993 and to take appropriate steps to liquidate respondent No. 1 in accordance with the procedure set out. therein. An application for interim relief was also filed in the said suit for an injunction restraining Mr. In the said suit, the petitioner claimed a decree for specific performance of Article 18 of the Joint Venture Agreement dated 18th September, 1993 and to take appropriate steps to liquidate respondent No. 1 in accordance with the procedure set out. therein. An application for interim relief was also filed in the said suit for an injunction restraining Mr. J. G. Kim from functioning as Managing Director of respondent No. 1 company and for restraining the Directors of respondent No. 1 from carrying out its business and also from passing any resolution with regard to the amendment in the Joint Venture Agreement which may affect the petitioner s rights, title and interest in the joint venture company. ( 18 ) WHILE, on the one hand, the petitioner has filed the present petition for winding up of the company on the ground that it is just and equitable to wind up the same, a suit has also been filed in the Court of the Senior Sub-Judge at Rewari for liquidating the company on the ground that on the filing of the petition for winding up of the company in this Court, the Joint Venture Agreement was terminated under Article 18 of the said agreement and after its, termination, the carrying on its business by the company was totally illegal. At this stage, this Court is not going into the question whether the petitioner can take benefit of Article 18 of the Joint Venture Agreement by terminating the contract on the ground that the company has become subject of dissolution or winding up after the petitioner has itself filed a petition for winding up of the company on the ground that It was just and equitable to wind it up. Though, it appears that the petitioner cannot take benefit of its own actions by filing a petition for winding up, however, at this stage, I am leaving this question open as I am of the view that the proceedings in this Court as well as in the Court at Rewari are for almost similar reliefs and, therefore, cannot be permitted to continue. The interim relief sought in the application in the suit is also similar to the reliefs v/hich had been claimed in the present petition. In case, the contention of Mr. The interim relief sought in the application in the suit is also similar to the reliefs v/hich had been claimed in the present petition. In case, the contention of Mr. K. apur is accepted that this Court has no jurisdiction under Section 442 of the Companies Act to stay a suit in which the liability of the company is not to be decided, the Court at Rewari will continue to try the suit in which the petitioner is not only seeking a relief for liquidating the company but also seeking interim orders for which a similar application had been filed in the present petition. In my view, it is clearly an abuse of the process of the Court. Section 442 of the Act will clearly be applicable in such type of cases and the jurisdiction of the Company Court cannot be limited to stay only those suits where either a debt is claimed against the company or the same relates to the decision on the liabilities of the company. The petitioner cannot be permitted to seek the same relief in two forums, and the petitioner having already chosen forum of this Court by filing a petition for winding up, cannot be permitted io proceed with the suit claiming almost similar relief and the outcome of which is dependent upon the decision in the petition for winding up as the cause of action for filing the suit in Rewari had allegedly accrued to the petitioner on the presentation of the petition for winding up in this Court This petition has not yet been admitted and in case this Court decides not to admit the petition, it prima-facie appears that the cause of action, if any, for filing the suit will also cease to exist. In my view, therefore, the suit filed in the Court at Rewari cannot be allowed to continue. It is desirable that the Company Court should have a full and complete picture of the state ofex. LT. P. D. Yadav and Ex Commanders S. P. S. Dhindsa Vs. Union of India 901 affairs of the company and there should be no conflicting orders from different courts in. different proceedings. It is in this view as well that in the circumstances of the case proceedings pending in the court at Rewari must be stayed. LT. P. D. Yadav and Ex Commanders S. P. S. Dhindsa Vs. Union of India 901 affairs of the company and there should be no conflicting orders from different courts in. different proceedings. It is in this view as well that in the circumstances of the case proceedings pending in the court at Rewari must be stayed. ( 19 ) FOR the foregoing reasons, I stay the proceedings in the suit titled as "delton Cables Limited Vs. TDT Copper Limited and Others" pending in the Court of Shri A. K. Singh Panwar, Civil Judge (Senior Division), Rewari, Haryana, till the decision of the company petition in this Court. Any observation made in this order shall have no bearing on the merits of the case.