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TMI Blog2012 (2) TMI 315X X X X Extracts X X X X X X X X Extracts X X X X ..... etitioner, it had fulfilled all its obligations under the purchase order but the respondent company paid only a sum of Rs. 1,67,19,053/- to the petitioner leaving a balance of Rs. 23,64,390/- as outstanding. 3. Thereafter, on 27th July, 2006 an agreement was executed between the parties whereby it was agreed that the respondent company would pay the balance amount to petitioner and the petitioner as a goodwill gesture would help the respondent company in identifying and solving the problems in running the conveyor system. 4. In pursuance to the said agreement, respondent company issued two posted dated cheques dated 10th August, 2006 and 20th August, 2006 for a sum of Rs. 3 lacs and Rs. 4 lacs respectively to the petitioner. On presentation the cheque dated 10th August, 2006 got dishonoured for the reason 'insufficient funds'. The respondent company requested the petitioner not to take action against it and replaced it by Demand Draft for a sum of Rs. 3 lacs, which was honoured. Thereafter, the cheque dated 20th August, 2006 was also dishonoured on presentation for the reason "payment stopped by drawer". Once again the respondent company requested the petitioner not to take any a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cover any amount. 9. In rejoinder, Mr. Jeevesh Nagrath, learned counsel for the petitioner submitted that the petition has been filed by duly authorised person and the Board Resolution dated 8th November, 2007 had been filed with the petition. He further submitted that on account of the objection raised by the respondent company in this regard, the petitioner had filed another Board Resolution dated 12th November, 2010 ratifying and admitting that the petition was filed by a duly authorised person. He further submitted that in any event, the petition had been filed by a Director of the petitioner company who is fully authorised to represent and act on its behalf. 10. Having heard the learned counsel for the parties and on a perusal of the paper book, this Court is of the view that the preliminary objections raised by the respondent company are untenable in law. The objection with regard to the defective Board Resolution dated 8th November, 2007 is not maintainable as the said Board Resolution was later ratified by a new Board Resolution 12th November, 2010. In the opinion of this Court, it is within this Court's power to take the ratified Board Resolution on record. This view is ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n raised by respondent company is also untenable in law. 12. Coming to the merits of the case, this Court is of the considered view that the respondent's reliance on the correspondence prior to Agreement dated 27th July, 2006 is misplaced. The agreement dated 27th July, 2006 supersedes all the correspondence prior to it and the respondent 'cannot just wish away' the said agreement. This Court also finds that till date no action has been taken by the respondent company to have the said agreement set aside. The respondent company is bound by the said Agreement and mere allegation by the respondent company that the same is not binding cannot be sustained. The Supreme Court in Subodh Kumar Gupta v. Shrikant Gupta [1993] 4 SCC 1 has held as under:- "3. ........Now this agreement was executed outside the territorial jurisdiction of the Chandigarh Court. Unless this agreement is set aside there is no question of the Chandigarh Court entertaining a suit for dissolution of the partnership and rendition of accounts. The plaintiff cannot wish away the agreement by merely stating that it is a void document. He cannot rest content by alleging that the document has no efficacy in law and must, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... stigated the system in order to help Vardaan to identify and solve the problem provided Vardaan honour following past commitments not met so far: (a) Total amount due to Praja Technologies Limited from Vardaan Agro Tech Pvt. Ltd. stands at Rs. 23,64,390/- (Rupees twenty three lacs sixty four thousand three hundred ninety only) as on date. (b) Vardaan agrees to clear this amount not withstanding any previous terms and conditions or agreement or minutes of meeting or understanding in the following manner: Rs. 7,00,000/- (Rupees seven lacs only) to be paid immediately Rs. 5,00,000/- (Rupees five lacs only) payable on 30.10.2006 Rs. 6,64,390/- (Rupees six lacs sixty four thousand three hundred ninety only) payable on 30.12.2006 (c) Vardaan to issue necessary Form 'D1' for Sales Tax purpose against the contract immediately. 5. A clear condition is stipulated that Praja is not responsible for the current functioning or non-functioning of the system which has been attended to by outside agencies in the past on Vardaan instruction. 6. Vardaan will release the above payments as mentioned under 4(a) & (b) above. Praja will have the right to ..... X X X X Extracts X X X X X X X X Extracts X X X X
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