9911796707
TMI Blog2018 (3) TMI 1069X X X X Extracts X X X X X X X X Extracts X X X X ..... trar of Companies, Karnataka under the name and style, M/S. TRIANGLE AGENCIES & SALES PRIVATE LIMITED on 15.06.1988. The respondent- company is a dealer in electrical products. It transpires that the respondent-company approached the petitioner representing to act as distributor of the petitioner's products and entered into an International Distributor Agreement bearing No.INDIA0047552011 with the petitioner as a non exclusive, authorized distributor for Switchgear Components. The said agreement was in force from 01.01.2011 to 31.12.2012. As per the terms of the said agreement, the petitioner was required to supply products ordered by the respondent-company in such quantities and at the time specified by it in its purchase orders. As a non ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nt-company to make payment to the aforesaid petition-company, the petitioner got a legal notice issued through its counsel under Section 434 of the Companies Act, calling upon the respondent-company to pay a sum of Rs. 15,29,934/- [Rupees Fifteen Lakh Twenty Nine Thousand Nine Hundred and Thirty Four Only] along with interest at 18% per annum accruing and raising everyday from 11.07.2014, till the date of payment which was neglected by the respondent-company. Hence, this petition is filed contending that there is no bonafide dispute to the claims of the petitioner. The respondent-company is deliberately avoiding the payment and requires to be wound up. 3. The respondent-company has appeared through its counsel and filed detailed statement ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... calling upon the petitioner to take back the unsold stocks and in this regard there are numerous exchange of emails made by the respondent- company with the petitioner. Further, the respondent- company has got replied to the legal notice issued by the petitioner denying the due made. Thus, there is a serious dispute between the parties in so far as the demands and claims and there is no admitted liability by the respondent-company. 4. Learned counsel appearing for the petitioner has vehemently argued reiterating the grounds urged in the petition. Firstly, it was pointed out that as per Annexure-F - confirmation of account balance quarterly dated 30.09.2012, respondent-company has accepted the dues of Rs. 7,92,850/- and therefore, cannot w ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e available to the Distributor free of charge. In view of the termination of the agreement on 31.12.2012 within 30 days after the expiration or termination of this agreement, this Clause (H)(1)(b) of the agreement ought to have been complied with. It is further submitted that the agreement provides for settlement by Arbitration under the Indian Arbitration and Conciliation Act, 1996 to resolve the disputes, controversies and questions directly or indirectly arising out of or in connection with or in relation to the agreement or its subject matter. Indisputably, the dispute has arisen between the parties in relation to the agreement dated 21.01.2011 executed between the parties. Since the issue involves complicated and disputed questions of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... have taken place. The purchase orders, invoices placed by the petitioner though relates to a restricted period, it cannot be held to be an independent transaction other than the transactions relating to the agreement. Admittedly the contract dated 21.01.2011 contains an Arbitration Clause. Once an Arbitration Clause is provided under the agreement executed between the parties, Arbitration remedy available under the contract has to be invoked rather than pressurizing the respondent to make the payment of dues as claimed, by filing company petition for winding up of the company. 9. It is settled law that the company cannot be wind up when there is bonafide dispute as enunciated by the Hon'ble Apex Court in the case of MADHUSUDAN GORDHAND ..... X X X X Extracts X X X X X X X X Extracts X X X X
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