Appeal No. 73 of 2010 in Company Application No. 723 of 2009 and Company Application (L) No. 1280 of 2009 in Contempt Petition No. 1 of 2007 in Company Petition No. 298 of 1997. Case: Corporate Couriers Ltd. and Ors. Vs Wall Street Finance Ltd.. High Court of Bombay (India)

Case NumberAppeal No. 73 of 2010 in Company Application No. 723 of 2009 and Company Application (L) No. 1280 of 2009 in Contempt Petition No. 1 of 2007 in Company Petition No. 298 of 1997
CounselFor Appellant: Vinayak Puranik, Adv. and For Respondents: P.K. Samdani, Sr. Counsel, i/b., S.R. Saudagar, Adv.
JudgesFerdino I. Rebello and R.V. More, JJ.
IssueCompanies Act
Judgement DateTuesday June 08, 2010
CourtHigh Court of Bombay (India)

Judgment:

Ferdino I. Rebello, J.

  1. The Appellants were the Respondents, in a Company Petition filed by the Respondent herein, who were the original Petitioners. It was the case of the Petitioners that the Company owed to them a sum of Rs. 77,50,800/-. Inspite of the statutory notice the amount was not paid and, therefore, the company stood justly indebted, being unable to pay its debts. The Company Petition No. 298 of 1997 came to be filed. The Company Petition was admitted on 12th April, 1999, but not advertised.

  2. Before the petition could be advertised, consent terms came to be filed between the Company and the Applicant on 8th November, 1999. The Company admitted and acknowledged its liability to pay to the applicant a sum of Rs. 77,50,800/-. Clause 4 of the consent terms reads as under:

    In the event of the Respondents committing default in payment of any two consecutive installments on the date as agreed, the Official Liquidator stands appointed and will take forthwith possession of the companies properties registered office, books of account, book debts and bank accounts as the Petition is already admitted by the order dated 12/4/99 passed by His Lordship Mr. Justice S.S. Nijjar in the above matter. The Petitioner shall be entitled to the entire amount of Rs. 77,50,800/- as mentioned in Clause (2) herein above after deducting the amount paid if any by the Respondents with further interest on the balance amount @ 24% p.a., and/or realization. The petitioners shall thereupon advertise the notice of winding up of the company in the news paper (i) Bombay Samachar, Bombay (ii) Free Press Journal, Bombay and (iii) Maharashtra Government Gazette.

    Thus Clause 4 itself provided that in the event the company committed default in payment of any two consecutive installments on the date as agreed, the Official Liquidator stands appointed and will take forthwith possession of the company's properties, etc., and the petitioner would advertise the notice of winding up as set out in the clause.

  3. It is the case of the appellants herein that there was breach on the part of the company in complying with the consent terms and an amount of Rs. 33,93,501/- was still due and payable. A Memorandum of Understanding (MoU) was entered into on 21st August, 2005 under which it was recorded that the amount of Rs. 33,93,501/- was still due and payable. The Appellants, however, agreed to settle the matter for a sum of Rs. 15.00 lacs. The company gave a cheque in...

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