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TMI Blog2011 (12) TMI 272X X X X Extracts X X X X X X X X Extracts X X X X ..... rated under the provisions of Companies Act on 19-7-1985 having its registered office situated at. No. 2, Lavelle Road, Bangalore. 3. The main objects of the respondent-company is to carry on the business of builders, developers, designers, architects, both interior and exterior decorators, brokers of all types of buildings and structures including apartments, malls, multiplexes, hospitals etc. 4. The Authorised Share Capital of the respondent-company is Rs. 7,00,00,000/- (Rupees seven crores only) consisting of 7,00,00,000/ (Seven crores) equity shares of Re. 1/- each. The Paid up Share Capital of the respondent company is Rs. 5,00,000/- (Rupees five lakhs only) consisting of 5,00,000/- (Five lakhs) equity shares. 5. The respondent is a Dubai World Group company, a global integrated real estate master developer specialized in master planning large scale, balanced mixed-use communities and waterfront developments. The respondent company has business at Middle East, North America. Europe, South Asia and the Far East. 6. The petitioner was appointed by the Dubai World Group Company as a Regional Director and Chief Executive Officer, Limitless covering India. Srilanka, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... money to the respondent-company. He was responsible for recruitment of highly qualified management talents through campus placements. 8. The petitioner further contended that even though there is no allegation regarding his performance, in the meeting held on 24th and 25th August 2008, Mr. Saeed Ahmed Saeed (CEO Limitless LLC) and Mr. Abdulla Al Janahi (Head, Corporate Services) on behalf of the respondent-company have appreciated the petitioner's contribution to the growth of company in India and suggested the petitioner to take a larger role in the respondent-company and sought for some suggestions. Inspite of the reply given by the petitioner, tile respondents have terminated his services w.e.f. 30th August 2008 without issuing notice in violation of the Contract of Employment. 9. The petitioner has contended that as per the Contract of Employment, he is entitled for 12 months salary in lieu of notice and also 12 months salary towards severance benefit. He is also entitled for the bonus equivalent, to six months salary. Further he is entitled for 27 days leave allowance and other facilities like medical bills, gratuity, annual Air Tickets, telephone facilities and Club M ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ration to the petitioner. Hence, there is liability on the part of the respondent to make payment to the petitioner. Hence, the winding up order cannot be passed against the respondent-company. 11. It is the specific case of the respondent that no legal notice was issued to the registered office of the respondent-company. The registered office of the respondent-company is situated at 15th Floor. Concorde building, UB City, 24, Vittal Mallya Road, Bangalore whereas the statutory notice has been sent to No. 2, Lavelle Road, Bangalore, which is not the registered office of the respondent. Hence, the petitioner has not complied with the requirement under Section 434(1)(a) of the Companies Act and the company petition is not maintainable. Further, the claim made by the petitioner is on the basis of the imaginary calculation without any basis, without taking into consideration the clauses contained in the Contract of Employment. As discussed with the petitioner by Mr. Saeed Ahmed Saeed (CEO Limitless LLC) and Mr. Abdulla Al Janahi (Head, Corporate Services) on 24th and 25th of August 2008 at Dubai, the performance of the petitioner was not upto the mark. He was offered some other job ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n lieu of 12 months notice. Hence, the petitioner is not entitled for any amount other than 12 months salary. The claim made by the petitioner is superficial. Hence, he is not entitled for any dues except 12 months salary. In fact, during the pendency of the above petition, a cheque for Rs. 1,94,77,301/- (Rupees one crore ninety four lakhs seventy seven thousand three hundred and one only) has already been issued to the petitioner on 15-12-2010. The petitioner is entitled for 12 months salary in a sum of Rs. 2,30,40,000/- (Rupees two crores thirty lakhs forty thousand only). However, the petitioner is due to the respondent in a sum of Rs. 35,62,699/- (Rupees thirty five lakhs sixty two thousand six hundred and ninety nine only). After deducting the said amount, the remaining amount of Rs. 1,94,77,301/- has been paid to him. The deduction of Rs. 35,62,699/ is in respect of non-submission of the bills towards the expenditure incurred by him. If the petitioner make available the bills for Rs. 35,62,699/-, the deducted amount will also be made good to him. Learned counsel for the respondent further contended that the defence set up by the respondent has a substantial ground in view of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d office is sufficient compliance under Section 434(1) of the Companies Act. He further relied upon the judgment reported in Divya Export Enterprises v. Producin (P.) Ltd. [1991] 70 Comp. Cas. 692 (Kar.), State Bank of India v. Hegde Golay Ltd. [1987] 62 Comp. Cas. 239 (Kar.) and sought for winding up of the respondent-company since the respondent failed to pay the dues as per the Contract of Employment and also that the respondent has not disputed the Contract of Employment. Hence, there is no dispute regarding the dues and the respondent has failed to pay the undisputed dues. In view of the law laid down by the Hon'ble Supreme Court referred to above, the petitioner is entitled for the relief of admission, of this petition and also advertisement for the purpose of winding up of the respondent-company. 14. Sri A. Murali, learned counsel appearing for the respondent-company contended that as per the Contract of Employment, the petitioner is entitled for the termination/severance benefit of 12 months salary in the event of unilateral termination by the company and he is not entitled for any other benefits. Further the said benefit was offered to the petitioner and the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... unilateral termination, he is entitled for the benefit of 12 months salary in lieu 12 months notice and 12 months salary towards severance benefit. Further, he is entitled for bonus of 6 months salary. Apart from that, he is entitled for the accommodation, transportation, telephone facility, club membership, travel expenses, medical benefit for a period of 12 months, apart from 27 days leave encashment. In all, he claims a sum of Rs. 13,93,93,333.33 However, the respondent disputed the claim made by the petitioner contending that as per the Contract of Employment, the petitioner is entitled for 12 months salary towards termination/severance benefit and he is not entitled to claim any other benefits. Accordingly, they have agreed to pay a sum of Rs. 2,30,40.000/- towards 12 months salary deducting Rs. 35,62,699/- towards the amount recoverable for not submitting the bills and paid a sum of Rs. 1,94,77,301/-. The respondent disputed the claim made by the petitioner in respect of other claims. Whether the petitioner is entitled for other benefits apart from 12 months salary is a disputed question and it has to be decided by the appropriate court or in the appropriate forum and the Com ..... X X X X Extracts X X X X X X X X Extracts X X X X
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