( 1 ) ). M/s. Mahsrashtra Apex corporation is the petitioner. The petition under Sections 433 (e) and 434 read with section 439 (b) of the Companies Act, 1956 (for short, the Act) is filed for winding up of the respondent company, namely, m/s. Sparten Ceramics India Limited. This Court ordered Notice before admission on 30. 4. 2003. After receiving notice, the respondent company entered appearance and filed counter-affidavit opposing the Company petition. Thereafter, the matter has been coming up for admission, and for orders as to publication of petition under Rule 99 of the Companies (Court) Rules, 1959 (for short, the Rules ).

( 2 ) THE averments made in the petition for the purpose of this order, in brief, are as follows. The respondent company was incorporated under the Act in the State of andhra Pradesh having its Registered Office at Mittapalem in Chittoor District. The authorized share capital of the respondent as on 31. 3. 1999 is Rs. 30,00,000. 00 (Rupees thirty lakhs only) divided into 2,97,000 equity shares of Rs. 10. 00 (Rupees ten only) each. , and 3,000 cumulative shares of Rs. 10. 00 (Rupees ten only) each. The company was incorporated with the object of manufacturing and marketing all kinds of ceramic goods. It is the case of the petitioner company that respondent has taken SACMI make spray dryer on lease from the petitioner and executed lease agreement. The period of lease is sixty months commencing from 10. 8. 1995 and the respondent has to pay a monthly rent of Rs. 5,50,000. 00 (Rupees five lakhs and fifty thousand only ). As per the terms, the interest at 3% per month is chargeable.

( 3 ) IT is stated that on 28. 10. 1998 the respondent approached the petitioner for restructuring lease rentals on the ground that rentals are on the high side. The request of the respondent was considered and the lease rentals were accordingly re-structured at the rate of Rs. 4,00,000. 00 (Rupees four lakhs only) from 10. 9. 1998 to 10. 11. 1999; rs. 5,50,000/- (Rupees five lakhs and fifty thousand only) from 10. 12. 1999 to 10. 3. 2000; rs. 5,72,000/- (Rupees five lakhs and seventy two thousand only) from 10. 4. 2000 to 10. 3. 2001; Rs. 6,72,000. 00 (Rupees six lakhs and seventy two thousand only) from 10. 4. 2001 to 10. 3. 2002; and Rs. 7,72,000. 00 from 10. 4. 2002 to 10. 3. 2003. The respondent, it is alleged that, agreed to reimburse lease tax and other taxes payable to the government from time to time and also agreed to pay interest at 36% per annum on the overdue lease rentals. A deed of modification was also executed by respondent on 28. 10. 1998 in favour of petitioner. However, the respondent committed default in payment of monthly rents from 10. 12. 1999 and is liable to pay an amount of rs. 1,38,10,567/- (Rupees one crore thirty eight lakhs ten thousand, five hundred and sixty seven only) as on 15. 5. 2001 towards lease interest overdue and overdue interest. As the respondent failed to pay the said amount as demanded in notice dated 31. 5. 2001, the matter was referred to arbitration as per the terms of the lease agreement. The Arbitrator gave an award on 17. 2. 2002 for an amount of rs. 3,17,04,600/- (Rupees three crores seventeen lakhs four thousand and six hundred only) with future interest at the rate of 24% per annum on Rs. 2,63,92,000. 00 (Rupees two crores sixty three lakhs and ninety two thousand only ). The respondent company filed O. P. No. 2 of 2002 on the file of the Court of Principal District Judge, chittoor, and the same is pending.

( 4 ) EVEN before passing award, respondent failed to pay the amount and therefore petitioner got issued a notice on 15. 5. 2001 calling upon the respondent to pay the amount with interest. After receiving notice, the respondent gave a reply on 31. 5. 2001. But, the amount was not paid. The respondent became commercially insolvent and unable to pay its debts. The respondent is also indebted to a number of persons and organizations. The petitioner alleges