ZEST AROMAS PRIVATE LIMITED Vs. AROMIX PVT. LTD.

JUDGEMENT

(1.) This petition is filed under Sections 433 and 434 of the Companies Act, 1956 (the Act) seeking winding up of the Aromix Private Limited (to be referred to as "the respondent - company") on the ground that it is unable to pay its debts to the petitioner. As stated in the petition, the petitioner has provided financial assistance to the respondent - company in the form of Inter Corporate Deposit (ICD) which was originally of Rs.20,00,000/- (Rupees Twenty Lac Only) and was renewable annually only at the option of the petitioner and the respondent - company was required to pay interest at the rate of 16% for the first year and, thereafter, at 9% per annum for subsequent period and to repay the amount on the annual expiry of ICD or on such future date extended by the petitioner. As further stated in the petition, as on 31.03.2015, the respondent - company was required to pay amount of ICDs of Rs.9,72,29,003/- with interest at the rate of 9% which came to Rs.10,51,04,553/-. The petitioner though demanded such amount, but since not paid by the respondent -company, the petitioner issued statutory notice, in response to which, the respondent - company though did not deny its liability to repay the amount of ICDs, however, sought to take specious and irrelevant defenses in its reply to the notice.

(2.) Affidavit-in-reply on behalf of the respondent company wherein, it is mainly stated that the ICDs were part of financial arrangement and understanding between the petitioner - company and respondent - company in the context of the proposed demerger of the assets of the petitioner company. There is also a reference made to one Memorandum of Understanding (MOU) stated to have been made between promoters/shareholders from both the companies as per which the parties were to act pursuant to their obligations under the MOU.

(3.) Learned advocate Mr.Maulik Raval appearing with learned advocate Mr.Dhaval Shah for the petitioner submitted that the respondent - company cannot dispute the loan given to it by ICDs and in fact, it has acknowledged the sum due to the petitioner, however, with mala fide intention not to discharge the dues, it has attempted to raise illusory and sham defenses by referring to one MOU which was never signed by the petitioner - company and which has nothing to do with repayment of ICDs.