BRITTO N.A., J.: - This petition is f1led under section 433(e) of the Companies Act, 1956 for the winding up of the respondent Company-M/s. Goa Golf Club Pvt. Ltd. on the ground that the respondent is indebted to the petitioner-Company in the sum of Rs. 19,73,535/- which the respondent has failed to pay to the petitioner in spite of the statutory notice dated 21-4-2003. The petition is resisted on the ground that the petition has been f1led to exert pressure on the respondent to give in to the unreasonable and inconceivable demands made by the petitioner from time to time and it is the petitioner which is due and payable to the respondent a sum of Rs. 5,14,406/-.

2. Some facts are required to be stated to dispose of the petition.

3. The petitioner owns a Five Star Resort known as Cidade de Goa. In terms of section 13-A of the Goa, Daman and Diu Public Gambling Act, 1976 a Casino i.e. games of electronic amusementl slot machines can be run only in a Five Star Hotel. The respondent had specialized knowledge and expertise in running a Casino i.e. games of electronic amusement/slot machines, and the respondents Director obtained a licence from the Government of Goa dated 15-2-1994. One Dr. William Britto is the Manging Director of the respondent-Company as well as of its sister concern namely Britto Amusement Pvt. Ltd.

4. By agreement dated 15-4-1995 the petitioner and the respondent agreed to set up a Casino in a place referred to as a "Hall" in Cidade de Goa Hotel in terms and conditions mentioned therein. This agreement was to commence from 1-9-1995 and to end on 31-8-2002 and could be renewed for a further period of 10 years and thereafter the respondent had a first right to extend the agreement on mutually acceptable terms and conditions. On or about 26-9-1997 the respondent renewed the Casino licence with additional machines valid from 26-9-1997 to 25-9-2002. The petitioner and the respondent modified the said agreement by another agreement dated 1-1-1999 and thereby modified the terms of the. earlier agreement dated 15-4-1995. In terms of Clause 36 of the agreement dated 1-1-1999, the parties agreed that the respondent would shift the said Casino (games of electronic amusement/slot machines) to the premises owned or arranged by the respondent but leased to the petitioner and in any case not later than 31-3-2002 and further agreed that all the amounts mentioned in Clause 1 30 of the said agreement would not be required to be paid by the respondent from the date the respondent shifted the said Casino. The said sister concern of the respondent i.e. M/s. Britto Amusements Pvt. Ltd. by registered Sale Deed dated 18-2-1999 purchased plot nos. 184, 186 and 187 for a sum of Rs. 32,64,750/- and a building has been constructed thereon named as "Chances" and the respondent on or about 14-9-2000 shifted the said Casino from the premises of the petitioners hotel Cidade de Goa to the first floor of the said building t known as "Chances". This shifting, as per the petitioner was in violation of the said f Clause 36. Ort or about 8-3-2001 the respondents Casino at the "Chances" came to be raided by the Police upon a complaint filed by the petitioner on the ground that the said Casino was being run in an unauthorised premises and on 28-3-2001 the Sub-Divisional Magistrate made a report that the Casino was run in unauthorised premises i.e. outside the Five Star Hotel premises.

5. On or about 15-4-2001 the parties entered into another agreement under which the respondent was to pay to the petitioner a sum of Rs. 2,50,000/ - to run the said CasiNo. The said agreement was for a period of 11 months only and ended on 25-9-2002. Simultaneously, another agreement was executed between the petitioner and the respondents sister concern namely Britto Amusements Pvt. Ltd. by which the said M/ s. Britto Amusements Pvt. Ltd. licenced the first floor of the building known as "Chances" to the petitioner for a period of 11 months from 15-4-2001 to 14-3-2002 on

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