1. This is a petition under Section 433(e) read with Section 434(1)(a) of the Companies Act, 1956 (‘Act’) filed by Ernst and Young Private Limited (‘E&Y’) seeking winding up of Respondent Jagson International Limited (‘JIL’) on the ground of its inability to pay its debts.

2. The background facts are that JIL contacted E&Y seeking assistance in arranging adequate finance through debt/equity financing to help JIL in expanding their offshore oil drilling services. JIL needed financial assistance of USD 330 million to acquire two additional rigs. After mutual negotiations a letter of engagement (‘LOE’) dated 1st April 2008 was executed by E&Y and JIL. The terms and conditions of the engagement were spelt out in the LOE. The breakup of the total funding requirement for the rigs was also set out.

3. Clause 3.3 of the LOE set out the fees and expenses payable. The fees payable by JIL to E&Y was structured as ‘Engagement fees’ and ‘Success fees’. Clause 3.3.1 and

3.2 of the LOE which set out the details read as under:

“3.3.1 Engagement Fees

Engagement fee is designed to compensate E&Y for a portion of the time and efforts expended from the Start Date to Transaction Closing Da