1. The petitioner is said to be a branch at London, of the Bank of New York, a company incorporated in the State of New York under the laws of that State in the United States of America. The petitioner is said to be engaged, inter-alia, in the business of providing trusteeship, agency and other securities related services.

The respondent is said to be a company incorporated under the Companies Act, 1956 (Hereinafter referred to as the 'Act', for brevity).

2. The present petition is filed seeking the winding-up of the respondent owing to its alleged inability to pay its debts. It is the petitioner's case that it had entered into a trust deed dated 17.3.2006 with lbs respondent, whereby the petitioner was appointed as the trustee to the Euro 42 million 2.50% Foreign Currency Convertible Bonds, issued by the respondent to various investors in the international capital markets. It is the petitioner's contention that the terms of the Trust deed enable the petitioner to enforce its conditions against the respondent, in its capacity as the trustee. More particularly, Condition no. 13 of the Conditions of contract, it is claimed, provides that at any time after the Bonds become due and payable, the Trustee may at its discretion and shall, if requested in writing by the bond holders of not less than 25% in principal amount of the Bonds then outstanding, institute proceedings against the respondent to enforce repayment of the Bonds. It is claimed that all amounts outstanding under the Bonds have become immediately due and payable by the respondent as the respondent had committed default under the terms of the Bonds by failing to make payment of interest in respect of the Bonds, which fell due on September 18, 2009. And the default being a continuing one, the present petition is said to be filed.

The said Bonds are foreign currency denominated debt instruments issued by an Indian company to raise funds from the international capital markets, and are repayable on maturity with a premium over the principal amount, unless redeemed or converted previously. There is an option available to the investor to convert the Bonds into equity shares of the issuer in accordance with the terms prescribed. Unless so converted, the bonds remain outstanding debt instruments of the Issuer.

It is claimed that the Bond holders had not exercised the option to convert the bonds into equity shares. The Bonds carried an interest component that was required to be paid by the respondent to the bondholders. It was payable as per Condition no.5, at the rate of 2.5% on the principal value of the bonds, semi-annually, on March 18th and September 18th of each year. Though payments towards interest was said to have been made, during the periods 2006 to March 2009, there was said to be a default in respect of the payment due in September 2009.

It is stated that there were several exchanges of communication in respect of the default aforesaid, by way of e-mails, over a sustained period. It is stated that though there were assurances of payment, it was not complied with and hence the petitioner is said to have issued a notice of default, dated 22.12.2009, in terms of Condition no. 10. The respondent having failed to comply with the said notice, the petitioner is said to have issued a further notice dated 10.2.2010, calling upon the respondent to pay a total sum of €47,037,998.16 (Euro Forty Seven Million Thirty Seven Thousand Nine Hundred and Ninety Eight and Sixteen Cents only). Upon receipt of the notice, there was said to have been a video conference call by the representatives of the respondent with that of the petitioner but there was no compliance with the demand. On 31.3.2010, the respondent is said to have made a "restructuring proposal", which was dismissed by the petitioner as a mere request, only to make delayed payments. It is on 12.8.2010 that the petitioner had issued a notice under Sections 433 and 434 of the Act, demanding the interest due and payable fr