9911796707
|
Home
Issues:
Winding up petition under sections 433, 434, and 439 of the Companies Act, 1956 - Dispute over payment between petitioner and respondent - Interpretation of agreement dated 26.7.1995 - Jurisdiction of Company Court in deciding winding up petitions - Allegation of mala fide filing of winding up petition. Detailed Analysis: 1. The petitioner, ITC Agro Tech Limited, filed a winding-up petition against Asha Agro Industries Limited under sections 433, 434, and 439 of the Companies Act, 1956, citing an outstanding debt owed by the respondent company. The debt arose from an agreement for the supply of refined edible oils, with a credit balance of &8377; 1,15,92,052.86 in favor of the petitioner as of 20.6.1992. Despite a settlement agreement in 1993 and a subsequent agreement in 1995 for payment of &8377; 65 lakhs in 48 monthly installments, the respondent failed to make payments as agreed, leading to the filing of the winding-up petition. 2. The respondent argued that the petitioner should have pursued a civil suit instead of a winding-up petition based on clause 5 of the 1995 agreement, which restricted disputes to be resolved through civil courts only. The petitioner contended that since the respondent had not denied defaulting on payments and had only paid &8377; 5 lakhs out of the agreed &8377; 65 lakhs, there was no genuine dispute warranting a civil suit. The petitioner relied on legal precedents to support the argument that the jurisdiction of the Company Court in deciding winding-up petitions cannot be ousted by a private agreement between the parties. 3. The Court, after considering the arguments of both parties, found merit in the petitioner's position. It noted that the respondent had agreed to pay &8377; 65 lakhs in installments and had defaulted after paying only &8377; 5 lakhs. The Court opined that the clause in the agreement regarding disputes did not apply in this case as there was no genuine dispute over the outstanding payments. The Court also emphasized that the right to file a winding-up petition statutorily conferred cannot be nullified by a private agreement. Additionally, the Court rejected the allegation of mala fide filing of the petition, stating that the ultimate aim of a winding-up order is to protect the interests of the company, shareholders, and creditors. 4. The Court decided to admit and advertise the petition but gave the respondent an opportunity to demonstrate good faith by making partial payments. It ordered the respondent to deposit &8377; 5 lakhs by a specified date, followed by two additional payments of &8377; 15 lakhs each on later dates. Failure to make any of these payments would result in the publication of a notice under the Companies (Court) Rules. The Court adjourned the case for further orders to verify compliance with the payment schedule. 5. In conclusion, the Court upheld the admissibility of the winding-up petition, emphasizing the statutory authority of the Company Court in such matters and providing the respondent with a chance to showcase its commitment to settling the outstanding debt to avoid further legal actions.
|
