Ujjal Bhuyan, J.

1. Heard Mr. D.K. Mishra, learned senior counsel assisted by Mr. K. Goswami, learned counsel for the applicant and Dr. Ashok Saraf, learned Senior Counsel assisted by Mr. P. Baruah, learned counsel for the respondent. This application has been filed by the applicant, Assam Company India Limited, for dismissal of the related Company petition being Company Petition No. 29/2012 filed by the respondent Bank of New York Mellon, London Branch (formerly known as Bank of New York, London Branch).

2. The Company petition has been filed by the respondent as the petitioner under Section 433 of the Companies Act, 1956 with the principal prayer for winding up of the respondent i.e. Assam Company. India Limited (applicant herein) and appointment of the Official Liquidator attached to this Court as Liquidator of the respondent. The Company petition has been filed for winding up of the respondent (applicant herein) on the ground that it is unable to repay the dues of the bondholders whose bonds have become due for redemption. This Court by order dated 14.12.2012 issued notice in the Company petition and passed an interim order restraining the respondent (applicant herein) from creating any third party interest over its assets and business except in the usual course of business. Order dated 14.12.2012 reads as under:-

"The respondent Assam Company India Ltd. issued Convertible Bonds due in 2011 and pursuant to an Agency Agreement dated 23.11.2006, the petitioner was appointed as the Principal Agent to act for and on behalf of the Trustee, the bond holder as the paying agent/conversion agent. The Trust Deed dated 23.11.2006 (Annexure-C) covers the arrangement of the respondent with the petitioner Company. Since the respondent Company failed to honour their bond liability despite repeated requests of the Bondholders, the outstanding principle amount payable on the bonds is now stated to be worth USD 16,097,038.70.

The respondent Company through its letters dated 28.12.2011 (page 422) and other letters, issued to the Bondholders, has acknowledged its liability and requested for further time for redemption of the Foreign Currency Convertible Bonds (FCCB) as per the Trust Deed dated 23.11.2006. Through a subsequent letter dated 30.12.2011 (page 423), the respondent has agreed to pay interest under Clause 2.2 of the Trust Deed for delayed payment and assured that the redemption amount will definitely be paid by 28.2.2012.

But since neither the redemption amount nor any lesser amount was paid, the petitioner issued notice on 2.8.2012 (page 436) under Section 433 of the Companies Act, 1956 and the respondent in their reply of 31.8.2012 (page 441), while not denying its liability to the Bondholders, have raised technical objection on the renaming of the petitioner Company by addition of the word 'Mellon' to the original name of the petitioner - "The Bank of New York, London Branch". In their explanation given on 25.9.2012 (page 442), the petitioner has informed that the original name of the petitioner was changed from "The Bank of New York" to the "The Bank of New York Mellon" and accordingly the petitioner is entitled to demand payment of the bond dues as the appointed trustee.

Dr. A. Saraf, the learned senior counsel in course of his submission has referred to the order dated 13.12.2012 in Co. Pet. No. 558/2012 passed by the Delhi High Court in Citibank, N.A. vs. Moser Bear India Ltd., as well as the decision of the Bombay High Court pronounced on 11.3.2011 in the Company Petition No. 971 of 2009 in BNY Corporate Trustee Services Ltd. vs. Wockhard Limited to argue that the assets of the respondent Company should not be permitted to be alienated since the company in the meantime, has started a process for disposal of their Salona Tea Estate.

The petitioner projects that the outstanding dues with interest as on 2.8.2012 on accou