Manmohan, J.

1. The present petition has been filed under Section 433(e) read with Section 434 of the Companies Act, 1956 (for short 'the Act') for winding up of the Respondent-company.

2. The relevant facts of the present case are that the Petitioner is a company incorporated under the laws of Czech Republic. It owns 100% equity shares in another Czech Republic company, namely, SP of W, a.s.

3. On 15th March, 2007, Petitioner-company executed a Stock Purchase and Sale Agreement (for short 'Agreement') with M/s. New co Prague, S.r.o. (hereinafter referred to as 'Purchaser') for sale of 100% equity interest of SP of W, a.s. at the purchase price of CZK 230,000,000. It is pertinent to mention that the Purchaser is also incorporated and established under the laws of Czech Republic. The above purchase price was to be paid by the Purchaser company in terms of Clause 3.1.1. in four installments. The said clause is reproduced herein below:

3.1.1.1 Payment of Purchase Price. The Purchase Price up to the agreed amount shall be paid to the Seller's account as follows:

(i) First installment. The first installment in the amount of 50.000.000,-CZK (fifty million Czech Crowns) shall be paid into the Seller's Account within 3 (three) months after the Start of Construction but not earlier than 15 (fifteen) working days after the Registration Date.

(ii) Second installment. The second installment in the amount of 50.000.000,-CZK (fifty million Czech Crowns) shall be paid into the Seller's Account within 6 (six) months after the Start of Construction.

(iii) Third installment. The third installment in the amount of 50.000.000,-CZK (fifty million Czech Crowns) shall be paid into the Seller's Account within 12 (twelve) months after the Start of Construction.

(iv) Forth installment. The forth installment in the amount of 80.000.000,-CZK (eighty million Czech Crowns) shall be paid into the Seller's Account at the latest within 12 (twelve) months after the star of the commercial production but not later than 24 (twenty four) months after the Start of Construction.

4. It is alleged that the Respondent, a company incorporated under the Indian Companies Act, 1956 and registered with the Registrar of Companies, Delhi executed a Guaranty Declaration dated 15th March, 2007, where under it assumed the duty to pay to Petitioner the unpaid installments in accordance with the Agreement in the event of default by the Purchaser. Since a lot of emphasis has been placed on Guaranty Declaration, the same is reproduced herein below for ready reference:

Guaranty Declaration SRM Exploration Private Limited with registered office at D-146, Saket, New Delhi - 110017, India represented on power of attorney by Mr. Ravi Chilukuri hereinafter the Guarantor hereby declares to N & S & N Consultants s.r.o. company No. 482 92 583 with registered office at Budovatelu 2830, Most, postal code: 434 01, Czech republic represented by the executive Mr. Ing. Miloslav Soldat hereinafter the Seller that:

1. It has been acquainted with the obligation of the company NEW CO PRAGUE s.r.o. with registered office at Litynow - Janovg Pratelsyi 81, postal code: 435 42, Czech Republic, which ensues from the Stock Purchase and Sale Agreement concluded on 15.3.2007 between N & S & N Consultants s.r.o., as the Seller and NEW CO PRAGUE as the Purchaser under the terms of which NEW CO PRAGUE s.r.o. is obliged to pay the Seller a purchase price for the shares transferred of CZK 230,000,000 (to wit: two hundred and thirty million Czech crowns) by 30.04.2009 at the latest.

2. It hereby assumes the duty to pay the Seller specified above for the claim ensuring from the Stock Purchase and Sale Agreement of 15.3.2007 a maximum amount of CZK 230,000,000(to wit: two hundred and thirty million Czech crowns) on the condition that the claim or part thereof specified hereinabove is not satisfied by the Purchaser within the deadline agreed on nor within a reasonable additional deadline specified in the written request s