2013 (7) TMI 1235 - HC - Companies Law

Summary

Issues Involved:

1. Whether the claim of the petitioner against the respondent company stood settled as per the previous court order.
2. Whether the amount of Rs. 3,64,773/- due from the respondent company was included in the settlement between the petitioner and Focus Brands.
3. The relevance of the agreement clause between the respondent company and Focus Brands regarding the payment responsibility.

Issue-wise Detailed Analysis:

1. Settlement of Claim:

The primary issue was whether the petitioner's claim against the respondent company was settled according to a previous court order. The petitioner argued that the current petition pertains to a separate transaction and is unrelated to the earlier settlement in Company Petition No.326/2010. The petitioner emphasized that the settlement recorded on 20.05.2011 in Company Petition No.326/2010 involved a different party, Focus Brands, and did not bind the respondent company. The court examined the previous case file and noted that the Memorandum of Settlement was between Innovations (the petitioner's wife's business) and Focus Brands, and the respondent company was not a party to this settlement. Therefore, the petitioner contended that the respondent's claim that nothing was due was untenable.

2. Inclusion of Amount in Settlement:

The respondent company argued that the amount of Rs. 3,64,773/- due to the petitioner was included in the settlement with Focus Brands. The respondent relied on emails from the petitioner which indicated that the amount due from Focus Brands included the amount owed by the respondent company. The court noted an email dated 29.03.2010 from the petitioner which confirmed that the amount of Rs. 63,08,563/- due from Focus included Rs. 3,64,773/- from the respondent company. This email suggested a link between the amounts due from Focus and the respondent company. The court concluded that since the total amount due from Focus was settled at Rs. 25 lakhs, the amount of Rs. 3,64,773/- was part of this settlement and could not be claimed again from the respondent company.

3. Agreement Clause and Payment Responsibility:

The court examined clause 5.7 of the agreement between the respondent company and Focus Brands, which stipulated that while the respondent company had the primary responsibility for payments, Focus Brands would be liable for consequences of non-payment, unless due to any act or omission by the respondent company. The court observed that this clause indicated that any unpaid amounts by the respondent company would become the liability of Focus Brands. Therefore, the court reasoned that the settlement with Focus Brands extinguished the debt owed by the respondent company to the petitioner.

Conclusion:

The court concluded that the petitioner failed to demonstrate that the amount of Rs. 69,74,721/- was distinct from the amount of Rs. 3,64,773/- owed by the respondent company. The court found that the settlement recorded in Company Petition No.326/2010 included the amount due from the respondent company, and thus, the petitioner could not claim this amount again. Consequently, the petition for winding up the respondent company was dismissed, with no order as to costs.