The court emphasized the nature of electricity supply business, the impact of the Petitioner's breach on the Respondent's business, and the potential consequences of winding up the company in reaching its decision.

This Company Petition is filed seeking winding up of the Respondent Company, the Global Energy Private Ltd.

2. The Petitioner-Vedanta Limited is a Company registered under the Companies Act, 1956. It is engaged in the business of commercial power generation. The Respondent-Global Energy Private Ltd is in the business of the sale, purchase, and distribution of power.

3. On 25 February 2013, the Respondent communicated to the Petitioner that it intends to purchase 150MW of power from the Petitioner for the period between 16 May 2013 to 15 August 2013. The offer was accepted. Upon negotiations between the parties, a letter of intent (LOI) was issued by the Petitioner and on 18 March 2013, an agreement was drawn up. As per the Letter of Intent, power up to 150MW was to be sold between 16 May 2013 to 15 August 2013. The details regarding billing cycle, the due date of payment, rebate, surcharge, etc., were enlisted. The LOI contained clauses regarding force majeure event and compensation for short supply and off-take. The tariff rate for the period 16 May 2013 to 31 May 2013 was specified as 3.46/- per KwH and after that Rs.3.36 per KwH. The surcharge was payable for payments outstanding and open access charges were also specified.

4. The Petitioner commenced the supply of power with effect from 16 May 2013. The power was supplied by the Petitioner between May 2013 to August 2013, and the invoices were raised. The invoices were raised for the period between 16 May 2013 to 1 August 2013 and these amounts of invoices were paid by the Respondent, except for the invoices from 2 August 2013 to 15 August 2013. The total amount by the invoices raised was Rs.52,71,65,549.82 for the period from May 2013 to 18 December 2013. The Respondent Company paid an amount of Rs.41,81,43,090.90 and the amount of Rs.10,90,22,458.92, remained unpaid out of the said invoices.

5. A meeting was held between the representatives of the Petitioner and the Respondent on 18 December 2013 and e-mails were exchanged between the parties on that day. The Respondent made a grievance that there was a sudden short fall in power supply for some period. The Respondent deposited an amount of Rs.10000000/- and sought reconciliation of accounts and restart of power. Thus, as per the Petitioner, the Respondent Company was still liable to pay an amount of Rs.99022459/- . The Petitioner sent a letter in respect of some amount to the Respondent on 14 February 2014 which was replied by the Respondent Company on 31 March 2014. The Petitioner wrote another letter on 14 July 2014 calling upon the Respondent Company to pay the amount. Since the amount was not paid as sought for, the Petitioner issued a statutory notice to the Respondent Company under Section 434 of the Company Act calling upon the Respondent Company to pay an amount of Rs.100931282/- which according to the Petitioner was payable on 2 September 2014. On 13 September 2014, the Respondent Company sent an e-mail and sought to initiate discussion for settlement of the dispute. Thereafter, the Respondent Company replied to the statutory notice on 1 October 2014 and disputed the claim made by the Petitioner. The Respondent Company further a letter on 19 January 2015 disputing the claim of the Petitioner.

6. The Petitioner filed the present Company Petition on 30 March 2015 seeking winding up of the Respondent Company on the ground that it has failed and neglected to pay the Petitioner's outstanding dues and it is clear that the Respondent was unable to pay its debt and therefore it needs to be wound up. A notice was issued to the Respondent on 6 August 2015. On 4 September 2015, the Respondent appeared through their counsel and made an offer of Rs.3 crore without prejudice to their rights and contentions. It is informed that this amount of Rs.3 crore was paid by the Respondent. The dispute was not resolved.

7. On 23 October 2015, an affidavit in reply was filed by the Respondent Company. In the reply, it was contended