In these three company petitions while the petitioner is common the respondents are different. Since the facts in all these cases are similar and the points arising are identical, they are heard and being disposed of together.

2. These petitions are filed under Sections 433, 434(1)(c) and 439(1)(b) of the Companies Act, 1956 (for short, ‘the Act’) for an order to wind up the respondents for non-payment of the alleged debts due to the petitioner. For convenience, Company Petition No.219 of 2014 is treated as the lead case and the facts therein are proposed to be referred in this judgment.

3. The undisputed facts of the case are that the petitioner is an investment management firm headquartered at Geneva, Switzerland. It is a leading Investment Manager in inclusive finance. The petitioner manages or provides investment management advice and finance to microfinance institutions all over the world, including India. The petitioner was earlier called ‘Dexia Micro Credit Fund’ and with effect from 31.07.2012 its name has been changed as ‘BlueOrchard Microfinance Fund’.

4. The respondent, a company incorporated under the Act, is involved in the microfinance business in India with the aim of providing loans to small farmers, small businessmen and agriculturists. Its business activities spread over in the two States of Andhra Pradesh and Telangana with its Headquarters at Hyderabad.

5. During the year 2009, the respondent approached the petitioner for arranging financial help to expand its business. It has entered into a Master Facility Agreement dated 09.10.2009 (for short, ‘Facility Agreement’) with the Citibank India, in pursuance of which the latter provided a term loan of (INR) Rs.25,92,00,000/- to the respondent. As per the Facility Agreement, the respondent has executed a deed of hypothecation as per the Indian Laws on 9.11.2009 in favour of Citibank India. The Citibank International provided Standby Letter of Credit (for short, ‘SBLC’) in favour of Citibank India on 13.10.2009 on the basis of a deed of indemnity dt.11.12.2007 executed by the petitioner in favour of Citibank International. Under the said deed of indemnity the petitioner has agreed, on demand by Citibank International, to pay and discharge in full, all obligations and liabilities incurred by the latter with respect to any guarantee or similar facilities made available by it to such entities as acceptable to it. Besides the deed of indemnity executed by it, the petitioner has also issued a reliance letter dt.5-10-2009 in favour of Citibank N.A. London Branch (which is an affiliate of Citibank International) and Citibank India. In pursuance thereof, the petitioner has provided a guarantee to Citibank N.A. London Branch and Citibank India in connection with the loan being made available by Citibank India to the petitioner. The petitioner has also provided cash collateral to the extent of (USD) $6,000,000 [approximately INR Rs.26 crores] as on the date of Facility Agreement to enable the Citibank International to make payment to Citibank India in the event of requirement under the SBLC.

6. With this background, the petitioner has pleaded as under.

In connection with the SBLC and in consideration of the petitioner having supported the term loan provided to the respondent, the latter has executed a Guarantee Fee Agreement dated 7.10.2009 in its favour. Under this agreement the respondent has agreed to pay a fee to the petitioner at the prescribed rate set out therein in consideration of the latter providing guarantee to Citibank International with respect to the obligations of the respondent under the Facility Agreement and under the said agreement the respondent categorically agreed to reimburse the petitioner in case it was required to pay any amount to Citibank International under the deed of indemnity and the SBLC referred to above.

7. That initially the respondent was servicing its debt in accordance with the terms of the Facility Agreement. But, however, in 2