9911796707
TMI Blog2012 (2) TMI 315X X X X Extracts X X X X X X X X Extracts X X X X ..... short 'Act') for winding up of the respondent company. The application being CA 1290/2007 has been filed seeking appointment of a Provisional Liquidator. 2. The facts as borne out from the petition are that the respondent company on 31st December, 2003 had placed a purchase order on the petitioner for conveyor system 4 4 6 along with accessories, source raising mechanism, pressure plate for its irradiation plant at Sonepat for a consideration of Rs. 1,26,00,000/-. Thereafter, a number of revisions were made in the purchase order from time to time and finally the respondent company was to pay to the petitioner a sum of Rs. 1,90,83,443/- inclusive of statutory charges. According to petitioner, 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e defects in the working of the conveyor system from the very beginning. He further submitted that respondent company wrote a number of letters requesting the petitioner to rectify the said defects and to finish the installation in a time bound manner. In this context, he referred to numerous letters written by respondent company during the period 2004 to 2006. 8. Mr. Bahl lastly submitted that the payments that were to be made as per agreement dated 27th July, 2006, were contingent on the petitioner identifying and solving the problems affecting the conveyor system. Mr. Bahl submitted that since no work was done at all, therefore, the petitioner company was not entitled to receive or recover 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 pers ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... here pleadings have been signed by one of its officers a corporation can ratify the said action of its officer in signing the pleadings. Such ratification can be express or implied. The court can, on the basis of the evidence on record, and after taking all the circumstances of the case, specially with regard to the conduct of the trial, come to the conclusion that the corporation had ratified the act of signing of the pleading by its officer." 11. Further, in view of the order dated 30th August, 2007 passed by this Court in Co. Pet. 125/2007 approving the Scheme of Amalgamation whereby Praja Technologies Ltd. was merged with Praja Mechanicals Private Limited, the second preliminary objection 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 agreem ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... een discussed and agreed between the two parties named above on 27th July, 2006: 1. The conveyor as supplied and commissioned by Praja is presently being used for commercial production by Vardaan Agro Tech Pvt. Ltd. (Vardaan) and as reported is not functioning smoothly at rotators and guiding rails and at times reported struck. 2. It was reported by Vardaan that due to some mishap the conveyor has got struck resulting in malfunctioning in the System. 3. Vardaan requested Praja to attend to the system to rectify the problem which could be due to any reason not determined as yet and could be unrelated to Praja. 4. Praja as a good-will gesture investigated 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rected to forthwith take over the assets and records of the respondent company. For this purpose, Official Liquidator would be entitled to obtain police aid and the local police is directed to render all assistance to the Official Liquidator. In the meantime, respondent company, its directors, officers, employers, authorised representatives are restrained from selling, transferring, alienating, encumbering and parting with the possession of any movable and immovable assets and funds of the respondent company. They are also restrained from withdrawing any money from the accounts of the respondent company. The directors of the respondent company are directed to forthwith hand over all the records of the respondent company to the Official Liquidator including its books of account. The directors of the respondent company are also directed to provide the statement of affairs and file their statements under Rule 130 within a period of twenty one days as provided for in the Act. The Official Liquidator is directed to publish citations in the newspapers, namely, 'Statesman' (English edition) and 'Veer Arjun' (Hindi edition) as well as in 'Delhi Gazette' for the next date of hearing. To mee ..... 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