The Petitioner, a Foreign Company, constituted under the laws of Germany, has invoked Section 433(e) and 434 of the Companies Act, 1956, (for short “the Act”).

2 The Petitioner has been authorized to carry on banking business in India. The basic facts about the Petitioner-Bank and the reasons for filing of the present Company Petition for winding-up against M/s. Pearl Engineering Polymers Limited, i.e. the Respondent-Company, are as under:

“The present Petitioner is a body corporate and is also authorized to carry on banking business in India and constituted under the Laws of Germany. One Asian Finance & Investment Corporation Ltd. (“AFIC”) being an institution as per the laws of Republic of Singapore engaged in investment for industrial activities in the Asian Region. Under the terms of an agreement relating to sale of assets and subscription for shares dated 28th February, 2005 (“Purchase Agreement”), ACTIS AFIC Holdings Ltd. agreed to purchase certain financial and investments (including the debts owed by the Respondent Company to AFIC) from AFIC and to subscribe to the shares of AFIC. The said Purchase Agreement was valid and conditional upon approval of the sharehold