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TMI Blog1984 (8) TMI 275X X X X Extracts X X X X X X X X Extracts X X X X ..... r annum from July, 1982, on account of fees for know-how, technical services and assistance in terms of the collaboration agreement entered into between them, which the company has failed to pay notwithstanding the statutory notice claiming the amount from it. The collaboration agreement for the manufacture, etc ., of ceramic tiles, glass and glassware and certain other items, with the technical know-how and services of the German company, was initially entered into between the German company and one Kejriwal. The company was incorporated pursuant to this agreement and the rights of Kejriwal in the collaboration agreement were apparently transferred to the company. The total amount claimed by the German company was to be paid in three inst ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... surance to the board that the company will take necessary steps for payment to Agrob in lump sum or in suitable instalments at the earliest possible". The liability to pay the third instalment does not find mention in the minutes of this meeting although there are references in the minutes that commercial production had not been achieved "earlier" because of multifarious defects. According to the minutes, it was claimed by Daga that he has "been able to rectify most of the multi-point defects but could not start production earlier than July 1, 1981, in spite of his best efforts". Daga further informed the board that "saleable production was available on July 18, 1981", for which the board "congratulated" Daga. In September, 1981, So many al ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ned from alienating any parts of its assets except in the ordinary course of business. It is no doubt true that the German company filed the present petition through its constituted attorney one Kaul, who is none other than the personal assistant to Kejriwal. There may also be some substance in the contention that the petition may have been filed under the inspiration of Kejriwal, either because he may be a beneficiary out of the amount, said to be owing from the company to the German company, or because he may have other accounts to settle with the new management, in the transaction of take-over, or otherwise. There was a veiled suggestion that behind the anxiety of Kejriwal for payment to the German company by the company is a motivatio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... iwal may, in some way, be a beneficiary either in the settlement of any outstanding account between the German company and Kejriwal, or otherwise but even that would not be sufficient to give the taint of mala fides to the present petition. But even if the petition has been filed with the bona fide object of enforcing what is considered to be a legitimate claim that would not, by itself, justify its admission. The company is not only functioning and in production, but also is admittedly otherwise financially sound. The dispute raised by the company is said to be mala fide on the ground that the claim was never disputed before the statutory notice was sent to the company. This criticism is, however, clearly unjustified because the new ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r for this court to rule on the rights or wrongs of the claim and the counter claim, for which one of the parties has already sought the intervention of an appropriate arbitral forum, which is equally available to the other. Mr. Bhatt, who appeared for the German company was, therefore, quite prepared that the petition may be adjourned, as it is, with suitable directions to the company with regard to the preservation of its assets, so as to ensure successful execution of any decree that may be made pursuant to the arbitral award. This was vehemently opposed on behalf of the company. It appears to me that even though the petition is prima facie not mala fide and its dismissal in limine would not be justified, particularly, having regard ..... X X X X Extracts X X X X X X X X Extracts X X X X
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