The court emphasized the importance of adhering to contractual terms and genuine dispute resolution in appropriate forums.

JAYANT NATH, J.

1. This petition is filed under section 433(e) and 434 of The Companies Act, 1956 seeking winding up of the respondent company. The case of the petitioner is that the petitioner is inter alia a provider of downloads, streams, voice tones, ringtones, match results and match fixtures for mobile publishing and stream of worldwide reputation. The respondent approached the petitioner to obtain a limited, revocable, non-exclusive and non-transferable license to use and exploit the said contents solely for providing the said contents to the mobile telecommunications devices of customers in India, Sri Lanka and Bangladesh. Parties entered into a contract on 01.07.2006 whereby the respondent was granted the said license by the petitioner. In consideration thereof it is stated that the petitioner raised various invoices with regard to the royalties’ payable by the respondent for use of the said contents amounting to USD 225,000.00. However, the respondent failed to make the payment of the said invoices. Accordingly, the petitioner issued a notice on 29.07.2010 for breach of the said Content Agreement. Thereafter a legal notice was sent on 04.10.2012. Reply was received from the respondent denying liability on 16.10.2012. However, it is pleaded that subsequently on 10.12.2012 an email was received from the respondent acknowledging the liability.

2. Learned counsel appearing for the respondent has strongly submitted that the claim filed by the petitioner is barred by limitation. He submits that there are total eight invoices claimed by the petitioner which are starting from 01.04.2009 till 31.12.2010. He submits that the winding up petition is filed in January 2014 indicating that it is barred by limitation. He secondly submits that the reliance of the petitioner on email dated 10.12.2012 is misconceived as no such email was sent. He submits that in response to the legal notice dated 04.10.2012 a categorical answer was sent on 16.12.2012 denying the liability. Hence, subsequently to accept the liability a few months later appears to be quite an improbable situation. He thirdly submits that this winding up proceeding cannot be converted into a forum for recovery. The remedy available to the petitioner as per the agreement was to approach the appropriate court in US and that procedure cannot be short circuited by filing a winding up petition.

3. I may note that as per the Content Agreement dated 01.07.2006 the accounting period has been described as follows:-

“The Accounting periods under this agreement shall be monthly.”

4. Similarly, clause 5.2 of the Agreement reads as follows:-

“5.2. Royalty Payments And Reports. Within thirty (30) days of the end of each Accounting Period during the Term, Wireless Provider shall: (i) pay to WWE the royalty fee due for such previous Accounting Period, by wire transfer in accordance with the instructions set forth in Exhibit 4, which wire instructions WWE shall have the right to change from time to time in its sole and absolute discretion, by notice to Wireless Provider; and (ii) send to WWE a royalty report in Excel spreadsheet format and substantially in the form attached as Exhibit-1. All royalties not paid when due shall bear interest at the lesser of: (i) one and one half percent (1.5%) per month; or (ii) the maximum rate allowed by law.”

5. It would follow that within 30 days of the end of each accounting period the respondent is obliged to pay the royalty due for such previous account period/accounting period. Hence, each month’s payment became payable within 30 days thereafter.

6. It is manifest from a reading of the above clauses that in this case time has been fixed for making payments. Accounting period is monthly. For each accounting period payment has to be made within 30 days from the date of each account period. Hence within 30 days from the date of each accounting pe