A winding up petition cannot be a legitimate means of seeking to enforce payment of a debt which is bona fide disputed by the company.

ANIL KUMAR, J.

( 1 ) THIS order shall dispose of petitioner"s petition under Section 433 (e)read with Section 434 and 439 of the Companies Act, 1956 for winding up of the respondent company and for appointment of Official Liquidator as the provisional liquidator in respect of the affairs and assets of the respondent company and for restraining the respondent company from disposing of transferring, selling, alienating or parting with its assets in any manner whatsoever.

( 2 ) THE petitioner contended that company was established for the purpose of developing and sourcing manpower by recruiting, educating and employing, bringing up and giving intensive training to professionals in various disciples of manufacturing and service related to information technology, marketing, accounting and other services and to act as consultant for recruitment services and to provide recruitment solutions and various other services.

( 3 ) ACCORDING to the petitioner, respondent company was incorporated at delhi and is having its registered office at Bombay House 4/47, Safdarjung enclave, New Delhi. According to the petitioner, respondent company is indebted to the petitioner company for a sum of Rs. 3,66,416/- together with interest at the rate of 16% per annum from 31st March, 2005 till the date of filing of the petition.

( 4 ) IT is contended by the petitioner company that some time in November 2004, the petitioner company made arrangements and conducted a series of interviews and selected required candidates for recruitment in the respondent company on specific requests made by Mr. Radhakrishnan, Managing Director (Europe) and Mr. Ravi Grewal. According to the petitioner, the fee structure for its services was communicated to the respondent company and as it was not protested or refuted, is deemed to have been admitted. The petitioner carried out the recruitment process and short listed three candidates, Mr. Anand Joshi, mr. Rami Reddy and Mr. Harsh Bhatnagar for the respondent company.

( 5 ) THE persons recommended by the petitioner company were appointed by the respondent company in a project at Prague, Czech Republic, and appointments letters were issued and appointments were made and copies of which have been produced by the petitioner. The plea of the petitioner company is that since the respondent company was fully satisfied, the petitioner was again asked to initiate the process for recruiting more personnel for the respondent company at chandigarh and on such request being received by the petitioner company, process of short-listing was initiated and two candidates, namely, Ankur Aggarwal and mr. Uday Aggarwal were recommended and appointment letters were also issued to them.

( 6 ) THE petitioner claims the amount on the basis of invoices dated 16th february, 2005 which were in respect of Mr. Ankur Aggarwal, Mr. Harsh Aggarwal and thereafter the petitioner company sent other invoices dated 23rd February, 2005 for the recruitment of Mr. Uday Kumar, Mr. Rami Reddy and Mr. Anand Joshi. According to the petitioner, these invoices were accepted by the respondent without any protest, therefore, the amount of the invoices is deemed to have been accepted. The respondent has failed to pay the amount of Rs. 3,66,416/0 with interest @ 16% per annum from 31st March, 2005. The notice of demand sent to the respondent company was received by its office at New Delhi, however, no reply was received and thereafter the petition has been filed by the present petitioner. Contending that the respondent company is commercially insolvent and unable to pay its debt and, therefore, it is liable to be wound up and it would be just fair and equitable in the facts and circumstances to wind up the respondent company and it has also been prayed for appointment of Official liquidator as the Provisional Liquidator in respect of assets of the company.

( 7 ) THE petition was opposed by the respondent contending inter alia that there was no written or oral agreemen