M P ADVISORS Vs. INTAS BIOPHARMACEUTICALS LTD

JUDGEMENT

(1.) HEARD Mr.Mihir Joshi, learned Senior Counsel with Mr.S.P.Majmudar, learned counsel for the petitioner and Mr.Percy Kavina, learned Senior Counsel with Mr.Sandip Singhi and Ms.Aishwarya Reddy, learned counsel for the respondents.

(2.) THE petitioner has filed this petition under Sections 433, 434 and 439 of the Companies Act, 1956 for winding up of the respondent-Company viz. M/s.Intas Biopharmaceuticals Ltd. and other consequential prayers.

(3.) IT is the further the case of the petitioner that the petitioner is also entitled to reimbursement and other fees as per the said agreement. That one Mr.Mani and Mr.Sanjay Nagrath, while representing the respondent-Company gave promises on behalf of the respondent-Company and the same are binding to it. It is further the case of the petitioner that Shri Tarun Shah representing the petitioner was coordinating with them. That the petitioner invested their time and resources in identifying the suitable party, who would be winding in participating in equity of the respondent-Company or otherwise willing to fund. It is the case of the petitioner that the petitioner approached TATA Capital Ltd. and organized several meetings with the officers of TATA Capital Ltd., in Mumbai and Ahmedabad and the petitioner was involved in the discussions till the respondent-Company accepted the offer of TATA Capital Ltd. The petitioner has also held meeting with Aureos Advisors India Limited. The petitioner also arranged meeting with Mr.Sanjay Nagrath, Vice President (Finance) of the respondent-Company to examine pros and cons of offers of Aureos Advisors India Limited and TATA Capital Ltd. It is further the case of the petitioner that, because of the aforesaid efforts put in by the petitioner, the respondent-Company generated funds from TATA Capital Ltd., who invested Rs.60 Crore by way of equity on 17.09.2009, which has been confirmed by Mr.Sanjay Nagrath-Vice President (Finance) of the respondent Company. It is the case of the petitioner that the petitioner had also participated with the respondent- Company in its meetings and also suggested certain changes. It is therefore, averred by the petitioner that there is no dispute or difference, as regards the services rendered by the petitioner as per the agreed scope of work and the petitioner has undertaken the work of fund management, under which the TATA Capital Ltd. invested sum of Rs.25 Crore in the respondent- Company because of performance of contractual obligations by the petitioner. It is further submitted that such efforts made by the petitioner acknowledged by the Director of the respondent-Company. It is a matter of record that the efforts made by the petitioner were satisfactory. It is contended that an invoice of Rs.75,00,00,000/- (Rupees Seventy Five Lacs) came to be issued by the petitioner and on receipt of the same by the respondent-Company, one Mr.Chirag Mehta on behalf of respondent-Company, on discussion requested the petitioner to give a discount and to restrict the fees upto 2% pleading delay. It is further the case of the petitioner that the petitioner has performed the contractual obligations on his part and identified the financers, who have invested in the respondent-Company, and therefore, the petitioner is entitled to 3% from the funds committed by TATA Capital Ltd., as per the invoice sent by the petitioner. The petitioner has also relied upon the acknowledgment by the respondent- Company by way of email dated 02.11.2009 sent by Mr.Chirag Mehta. It is the case of the petitioner, as no payment was made, the petitioner issued Statutory Notice under Sections 433 and 434 of the Companies Act, 1956, on 03.11.2010. On receipt of the said Notice for first time, the respondent-Company denied its liability to pay the agreed sum to the petitioner and has given moonshine reply, and it is therefore, contended by the petitioner that the respondent- Company is not in a position to make payment to the petitioner, and therefore, the petitioner has filed this petition with a prayer to wound up the respondent-Company under Sections 433, 434 and 439 of the Companies Act, 1956.