JUDGMENT :

Vipul M.P. Pancholi, J.

The petitioner has filed this petition under Sections 433 and 434 read with Section 439 of the Companies Act of 1956, wherein, the petitioner has prayed that the respondent company be wound up under the provisions of the Companies Act of 1956 and Official Liquidator attached to this Court be appointed as liquidator of the respondent company with all the powers under the Companies Act to take charge of the assets of the respondent company and to conduct its affairs in the course of winding up.

2. Heard learned advocate Mr. R.C. Jani for the petitioner and learned advocate Mr. Darshan Parikh for the respondent.

3. Learned advocate Mr. R.C. Jani submitted that respondent company is incorporated on 18.02.1994 under the provisions of Companies Act of 1956. The respondent company is incorporated for the main objects which are stated in para No.7 of the petition. Learned advocate Mr. Jani submitted that on 21.07.2010 the representatives of the respondent company visited the office of the petitioner and expressed that they are desired to hire services of the petitioner on contractual basis at various establishments of the respondent company situated at Bihar, Jharkhand, Orissa, Madhya Pradesh and Uttarakhand. After proper negotiations, the petitioner and the respondent executed a Caretaker Services Agreement on 21.07.2010. Said agreement was extended from time to time. Learned advocate Mr. R.C. Jani has referred to the said agreement which is annexed at Annexure:B. As per paragraph No.5 of the said agreement, the service provider was required to raise a monthly consolidated bill for all the care taking personnel's deployed in a given telecom circle by Zeppelin Mobile Systems India Ltd. The said amount was also required to be paid within 30 days of the receipt of the bill after deducting advance payment.

4. It is the case of the petitioner that they have complied with the terms and conditions of the Caretaker Services Agreement and perform their part of the agreement. Petitioner made regular payments/salaries to the concerned persons engaged by them and borne the other expenses incurred for the respondent company for their various establishments situated at aforesaid places. Respondent accepted and enjoyed the services given by the petitioner for the entire duration of the agreement without raising any objection or raising any dispute.

5. Learned advocate for the petitioner thereafter submitted that petitioner raised different invoices from time to time. However, the respondent did not release the payments on due date. The petitioner relied upon the assurances given by the respondent from time to time and continued to provide its services. It is pointed out by the learned advocate Mr. Jani that Rs.43,52,701/was outstanding and in spite of repeated requests made by the petitioner from time to time, respondent has not made any payment. Petitioner thereafter sent Email dated 03.08.2011 and called upon the respondent to pay the outstanding amount. At this stage, learned advocate Mr. Jani submitted that respondent gave evasive reply on 29.06.2012, wherein, false allegations were levelled against the petitioners. It was alleged that petitioner has forcibly closed the respondent's establishment at Patna office and had threatened to destroy the office equipments, as a result of which, heavy loss is caused to the respondent. Petitioner therefore wrote letter dated 11.07.2012 and denied the allegations levelled by the respondent in its letter dated 29.06.2012. It is further submitted by learned advocate Mr. Jani that once again the respondent sent a letter dated 16.07.2012 and repeated the said allegations and informed the petitioner that loss of Rs.2 Lac is caused to the respondent and the same shall be debited to the account of the petitioner. It is further submitted that respondent has adopted the same modus o