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Issues Involved:
1. Maintainability of the petition for winding up. 2. Merits of the case regarding the refund of the security deposit. Issue-wise Detailed Analysis: 1. Maintainability of the Petition for Winding Up: The central question was whether a petition for winding up can be maintained against a registered partnership under Part X of the Companies Act, 1956. The respondent argued that Part X applies only to unregistered companies and not to registered partnerships under the Indian Partnership Act, 1932. Section 582 of the Companies Act defines an "unregistered company" and includes any partnership, association, or company with more than seven members, without distinguishing between registered and unregistered partnerships. The court concluded that Part X applies to any partnership with more than seven members, irrespective of its registration status, thus making the petition maintainable. 2. Merits of the Case Regarding the Refund of the Security Deposit: The dispute arose from a licence agreement dated 22-6-1995, where the petitioner was granted a licence to use certain premises for 60 months with a security deposit of Rs. 1,60,00,000. Two additional agreements dated 1-7-1995 were also executed: one preventing the respondent from terminating the licence and allowing alterations, and another giving the petitioner an option to purchase the premises for Rs. 1,75,00,000, exercisable between 15-4-1999 and 14-7-1999. The petitioner terminated the licence on 12-6-1999 and demanded the refund of the security deposit. The respondent claimed that the petitioner had agreed not to claim the deposit, treating it as an outright purchase. However, the court found that the petitioner did not exercise the purchase option within the specified period, and thus, the security deposit was refundable upon termination of the licence. The court rejected the respondent's defence, which lacked bona fide grounds, and concluded that the respondent had wilfully neglected to refund the deposit. Conclusion: The court admitted the petition for winding up, finding no bona fide defence from the respondent. The petition was scheduled for hearing, and the issuance of the advertisement was stayed for four weeks at the respondent's request. The petitioner was instructed to deposit Rs. 2,000 with the Prothonotary & Senior Master within four weeks.
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