- (1.) THIS is a petition under Sections 433, 434 and 439 of the Companies Act for winding up of Messrs. Punjab Sulphur Products Limited, Chandigarh (respondent ). It is pleaded that the respondent-company is a limited company with its registered office at Chandigarh. It entered into an agreement with the petitioner-company for turnkey installation of a 50 T. P. D. Sulphuric Acid Plant (hereinafter referred to as "the plant") at Ropar in the State of Punjab. The petitioner duly performed its part of the agreement, installed the plant and handed it over to the respondent. At the time of handing over the plant an amount of Rs. 14,48,740 was due from it to the petitioner. In addition to the said amount, the petitioner did some other work and an amount of Rs. 4,76,063. 63 was due to it from the respondent. The respondent was also liable to pay interest to the petitioner at the rate of 18% per annum which came to Rs. 11,87,078 up to March 31, 1983.
(2.) THE petitioner wrote several letters to the respondent to pay the said amount but nothing was paid. Ultimately, on March 24, 1983, the respondent entered into an agreement with the petitioner according to which it was agreed that the former would pay Rs. 14,48,740 to the latter in full and final settlement in 14 equal instalments of Rs. 1,00,000 each to be paid on or before the close of each month, the first instalment to be paid on or before April 30, 1983. The final instalment of Rs. 48,740 would be paid on or before June 30, 1984. It was further agreed that in the event of default of the payment, the respondent would be liable to pay in addition a consolidated sum of Rs. 2,00,000. After the agreement, the respondent paid only an amount of Rs. 30,000.
(3.) THE petitioner, thereafter, served a legal notice through M/s. Orr Dignam and Co. , Solicitors, on the respondent, demanding the amount of Rs. 2,70,000 due till June 30, 1983, and a confirmation that the balance would be paid in terms of the agreement dated March 24, 1983. In reply to the notice, the respondent admitted its liability and promised that they would be making the payment at a very early date. Subsequently, on October 19, 1983, the petitioner's said solicitors wrote a letter dated October 19, 1983, calling upon the respondent to make the payment forthwith. In reply, the respondent wanted time to make the payment. The petitioner, vide notice dated August 27, 1984, under Section 434 of the Act, demanded the balance amount of Rs. 13,28,740 plus Rs. 2,00,000 from the respondent. It is stated in the notice that out of the amount of Rs. 14,48,740, the petitioner had received an amount of Rs. 1,20,000. Consequently, they have prayed that the respondent-company may be ordered to be wound up.;