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2013 (3) TMI 824 - HC - Companies Law

Issues Involved:
1. Validity and execution of the agreement dated 31.1.2005.
2. Maintainability of the company petition.
3. Jurisdiction of the court.
4. Quantum of debt payable by the respondent.
5. Bona fide nature of the dispute.

Summary:

1. Validity and Execution of the Agreement Dated 31.1.2005:
The petitioner claimed that an agreement was entered into on 31.1.2005 for regulating business transactions, with the respondent liable to pay Rs. 10,51,00,028/- along with interest for delayed payments. The respondent denied the execution of this agreement and questioned its validity, arguing that the petitioner company was registered only on 18.2.2005, making the agreement dated 31.1.2005 doubtful. Additionally, the ages of the partners during the alleged deployment of machines in 1983-84 were inconsistent with the timeline provided.

2. Maintainability of the Company Petition:
The respondent challenged the maintainability of the petition, arguing that the claims raised involved disputed questions of fact that could not be determined in a summary company petition. The court agreed, noting that the dispute required appreciation of evidence and was not suitable for adjudication in a company petition.

3. Jurisdiction of the Court:
The respondent contended that as per clause 15 of the agreement, disputes were to be resolved through arbitration or legal proceedings in competent courts at Bellary. The court found merit in this argument, indicating that the present forum was not appropriate for resolving the dispute.

4. Quantum of Debt Payable by the Respondent:
The petitioner was inconsistent about the quantum of debt, claiming Rs. 20,75,54,708/- in the statutory notice dated 20.7.2009, but only Rs. 10,51,00,028/- in the company petition. This discrepancy was not adequately explained, undermining the petitioner's claim.

5. Bona Fide Nature of the Dispute:
The court observed that the respondent's denial of liability was not frivolous but contained merit. The court emphasized that winding up proceedings should not be used as a means to recover disputed debts and that bona fide disputes should be resolved in civil courts.

Conclusion:
The court exercised its discretionary power, concluding that the dispute should be adjudicated in a civil court rather than through a company petition. Consequently, the company petition was dismissed.

 

 

 

 

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