2002 (12) TMI 641 - HC - Companies Law

Summary

Issues:
Company petitions filed under section 433(a) r/w sec. 439 of the Companies Act, 1956 seeking to wind up the company M/s BPL Net.Com Ltd.

Analysis:

1. Lease and Loan Agreements: The petitioner and respondent entered into Lease Agreement and Loan Agreement, where the respondent procured equipment from the petitioner. The petitioner was entitled to receive lease rent and installments, but the respondent defaulted after the first installment, leading to a significant outstanding amount.

2. Default and Communication: Despite reminders and assurances, the respondent failed to make payments, prompting the petitioner to issue a legal notice demanding the due amount. The respondent's proposed restructuring of payments was rejected by the petitioner, indicating insincerity in payment.

3. Counter by Respondent: The respondent admitted the transactions but cited difficulties in equipment functionality due to ownership issues. They contended that the matter should be resolved through arbitration as per the agreement and disputed the total liability claimed by the petitioner.

4. Supporting Claims: Other petitioners filed claims supporting the main petitioner, detailing unpaid amounts for supplied goods and services, which the respondent did not dispute.

5. Legal Notices and Debts: All petitioners issued legal notices under section 434(1)(a) of the Companies Act, claiming amounts exceeding Rs. 500, which the respondent failed to pay even after the statutory period, establishing the respondent's inability to pay debts.

6. Judgment: Considering the admitted liabilities, failure to pay despite legal notices, and undisputed claims, the Court allowed the company petitions, ordering the winding up of the respondent company. The official liquidator was directed to take charge of the company's assets, with specific instructions for advertisement and deposits by the petitioners.

7. Additional Orders: The Court rejected applications for property return and asset alienation restraint, providing liberty for future applications post-winding up advertisement. The application seeking restraint on asset alienation was deemed infructuous and rejected accordingly.