S. ANANDA REDDY, J.

( 1 ) THIS company petition is filed under Sections 433 (e) and (f), 434 (l) (a), and 439 (1 ) (B) and (C) of the Companies act, 1956, read with Rules 95 of the companies (Court) Rules, 1959, seeking for an,order of winding up of the respondent company on the ground that the respondent company owes certain amounts to the petitioner and is unable to pay the same in spite of receipt of a statutory notice issued by the petitioner-Company.

( 2 ) THE petitioner-M/s. Shapoorji pallonji Finance Limited is a Company incorporated under the Companies Act, 1956 (hereinafter referred to as the Act ) with its registered office at 70, Nagindas Master road, Fort, Mumbai - 400023. The respondent-M/s. Shree Rayalaseema Alkalies and Allied Chemicals Ltd. , is also a company registered under the Act and originally incorporated on 24. 6. 1981 as a public limited Company with registered office at Gondiparla, Kurnool-518004. The respondent Company is limited by shares and the authorized share capital of the Company is Rs. 55,00,00,000/- divided into 5,50,00,000 equity shares with nominal value of Rs. 10/-each. The issued and paid up share capital is Rs. 39,33,40,600/- divided into 3,93,34,060 equity shares of Rs. 10/- each. The objects of the respondent Company were to manufacture various types of chemicals, alkalis, and allied products. The petitioner company was carrying on the business of providing finance. It is stated that in the process, the petitioner Company had entered into a lease agreement with the Respondent Company on 29. 9. 1995 in respect of three recuperators viz. , e1301b recuperator, G50 recuperator and m 108 FM recuperator. Before executing the agreement, the Respondent Company and the Petitioner Company executed a letter dated 27. 9. 1995 in which all the terms and conditions were broadly set out under which the equipment belongs to the petitioner company were agreed to be given on payment of lease rentals in terms of the agreement In terms of the lease agreement, the respondent was required to pay quarterly lease rent of Rs. 6,21,258/- in advance in every quarter which were on 1st January, 1st April, 1st July and 1st October of each English Calendar year. The duration of the lease in respect of equipments was for five years, starting from 1. 9. 1995, and at the end of the five years period the Respondent Company was entitled to exercise its option to renew the lease for further year or years. The lease agreement also provided for the delayed payment charges, calculated at 0. 8220 per thousand per day of delay on the outstanding lease rentals. The lease document further provided that in case of default by respondent to liquidate the outstanding dues, the petitioner company is entitled to terminate the agreement and take back the physical possession of the equipments given to the respondent Company on lease. After the execution of the agreement between the parties, the machineries were accordingly supplied and installed at the factory of the respondent and it became obligatory on the part of the respondent to perform its part of the contract under the lease deed.

( 3 ) IT is further stated that the respondent has failed to make payments of the quarterly lease rentals, which fell due on 1-4-1999 and onwards. All the repeated requests and demands made by the petitioner for payment of lease rentals and also the delayed payment charges etc. , did not yield any result. The respondent admitted its liability time and again under the lease deed, but did not come forward to liquidate the liability. The Chairman and Managing director of the Respondent Company, in his affidavit dated 15-6-2001 filed in the C. P. No. 521 of 2000 before the Madras High court, in clear terms admitted the liability to the petitioner company. Therefore, in view of the non-payment of the lease rentals, a notice dated 23. 9. 2003 was issued terminating the lease agreement. As a result of termination of the agreement, the petitioner became entit

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