2015 (3) TMI 241 - HC - Companies Law

Winding up application - Disputed questions of fact - Held that - The proceedings of winding up are summary proceedings under Sections 433-434 of the Companies Act. The court in a petition seeking winding up of a company would not go into disputed questions of fact which may require the parties to lead evidence. There is a dispute whether the Petitioner is liable to pay any rental or pay rental till November 2012 or till November 2013 or for the 36 month lock in period. The position that emerges is that the security deposit and advance rental already paid do not cover the entire period upto November, 2013 and, as such, there is no admitted amount that can be held to be admittedly due as payable by the respondent to the Petitioner.Since the petition involves disputed questions of fact and the defence raised by the Respondent is not moonshine, the parties would have to have them settled before the appropriate civil forum.The petition seeking winding up of the respondent company is thus held not to maintainable. - Winding up petition dismissed.

Summary

Issues:
1. Failure to pay admitted dues of Rs. 80,00,000 by respondent to petitioner.
2. Dispute over possession and lease termination.
3. Allegations of breach of lease terms and lock-in period violation.
4. Disputed questions of fact in winding up petition under Companies Act.

Analysis:

Issue 1: Failure to pay admitted dues
The petitioner claimed the respondent failed to pay the admitted dues of Rs. 80,00,000, comprising security deposit and advance rental. The respondent contested, arguing the petitioner was aware of the mortgage and terms, entering the lease willingly. The petitioner terminated the lease due to alleged non-disclosure of mortgage, demanding a refund and expenses. The respondent disputed the claim, asserting the petitioner's liability for rent and potential further payments. The court noted the disputed debt and directed parties to resolve through a civil forum.

Issue 2: Dispute over possession and lease termination
The petitioner alleged non-disclosure of property mortgage and initiated lease termination due to bank's actions. The respondent contended the possession was undisturbed, challenging the lease termination and rent liability. Disputes arose over possession handover dates and lock-in period violations. The court emphasized the need for a detailed examination of facts, indicating unresolved issues requiring evidence presentation in a civil forum.

Issue 3: Allegations of breach of lease terms
Contentions arose regarding lease breaches, lock-in period violations, and rent non-payment. The petitioner claimed termination under specific circumstances, while the respondent disputed the allegations, emphasizing the petitioner's obligations. Legal references were made to support arguments, but the court highlighted the need for a civil forum to address the factual disputes and determine liabilities accurately.

Issue 4: Disputed questions in winding up petition
The respondent raised substantial disputed facts, challenging the summary nature of winding up proceedings. The court emphasized the need for a civil forum to resolve conflicting claims, highlighting the complexity of factual disputes and the inappropriateness of addressing them under summary winding up provisions. The petition seeking winding up was dismissed, directing parties to pursue resolution through a civil forum for a detailed examination of contentions.

In conclusion, the judgment dismissed the petition, underscoring the need for a civil forum to address the complex factual disputes and conflicting claims effectively. Parties were directed to pursue their claims and defenses in a suitable civil setting, ensuring a comprehensive examination of the issues involved without the constraints of summary proceedings under the Companies Act.