2007 (11) TMI 675 - HC - Companies Law

Summary

Issues involved:
The judgment involves issues related to the dismissal of a Company Petition filed under Sections 433, 434, and 439 of the Companies Act, alleging non-payment of a due amount by the respondent company, and the dispute regarding the limitation period for the claim.

Dismissal of Company Petition:
The appellant filed a petition seeking winding up of the respondent company due to an alleged debt of Rs. 18,75,000. The Company Judge dismissed the petition citing limitation and disputed facts, stating that the claim was beyond the limitation period and involved factual disputes not suitable for summary proceedings under the Companies Act.

Validity of Claim and Limitation:
The appellant argued that the claim was not time-barred as per the agreement terms, which allowed payment till the expiry of the contract or 24 months, whichever is later. However, the respondent contended that the claim was restricted to the non-payment of the first part of the commission, as per the notice issued under Section 434 of the Companies Act.

Notice and Payment Details:
The records showed that Rs. 75 lacs were payable as commission, with Rs. 37,50,000 due on advance payment receipt. An invoice for this amount was raised, and Rs. 18,75,000 was paid by the respondent. The appellant issued a notice for non-payment of the remaining 50%, but the claim was limited to the balance due on advance payment, not the total commission amount.

Barred by Limitation:
The Court found that the claim for Rs. 18,75,000 was time-barred as it was filed beyond three years from the due date specified in the agreement. The respondent's reply disputed the claim based on unsatisfactory performance by the appellant, indicating a valid ground for dispute that could not be resolved summarily under Section 434 of the Companies Act.

Conclusion:
The appeal challenging the dismissal of the Company Petition was rejected, as the Court upheld the Single Judge's decision that the claim was barred by limitation and involved disputed facts beyond the scope of summary proceedings.