Proper authorization by 25% of the bondholders is required to maintain a winding up petition, and winding up is not a legitimate means to enforce recovery by pressurizing the company to enter into a settlement.

1. Deutsche Trustee Company Ltd. has invoked the jurisdiction of this Court under section 433(E), 434(1)(A) and 439 of the Companies Act, 1956, read with Rule 95 of the Company (Court) Rules, 1959, for winding up of the respondent company on account of its inability to discharge admitted liability.

2. The petitioner is a Company incorporated under the laws of England, and is engaged in the business of providing corporate trustee services.

3. The respondent M/s. Mascon Global Ltd. is a public Limited company registered under the Companies Act, 1956 on March 22, 1991, and is listed on the Bombay Stock Exchange of India Ltd. The registered office of the respondent company is situated at 2nd Floor, RR Towers, IV, T.V.K. Industrial Estate, Guindy, Chennai, Tamil nadu.

4. That the respondent company, is indebted to the petitioner for and on behalf of the Bondholders for a sum of USD.64,036,036.29 (US Dollars sixty four million thirty six thousand and thirty six and twenty nine cents only) under the Bonds along with accrued interest and default interest.

5. That according to the balance sheet of the respondent company, the authorised share capital of the respondent company is Rs.7,000,000,000.00 (Rupees seven thousand Million only) divided into equity shares of Rs.10/-each. The amount of capital issued is Rs.3,721.270,450.00 (Rupees three thousand seven hundred twenty one Million, two hundred seventy thousand four hundred and fifty only) divided into equity shares of Rs.10/- each.

6. That the petitioner has filed this petition in its capacity as a trustee on behalf of the Bondholders, on the ground that the petitioner is authorised to take recourse to any legal action, on behalf of all the holders of Bonds, if holders of atleast 25% of Bonds then outstanding, instruct it to do so.

7. That the petitioner has been duly instructed by holders of atleast 25% of the Bonds outstanding as on the date of this petition to file this present petition.

8. That on 20.12.2007, by way of an Offering Circular issued by the respondent company, the Company offered upto USD.50,000,000 2.0% unsecured Foreign Currency Bonds due December 28, 2012 convertible into 21,505,434 global depository receipts each representing 4 shares of Rs.10/-each. Under the 2007 Offering Circular, the Bonds were issued at 100% of the principal amount on 27.12.2007, the maturity date being 28.12.2012. Unless previously redeemed, converted, or purchased and cancelled, the Company had agreed to and is bound to redeem each of the Bonds at 129.35% of its principal amount on the Maturity date.

9. That the respondent company also entered into a trust agreement with the petitioner, dated 27.12.2007. Under the Trust deed, the petitioner was appointed as the trustee for the Bondholders.

10. That Clause 2.2 of the Trust deed stipulates that the respondent company shall unconditionally pay or procure to be paid to or to the order of the Trustee in US Dollars in immediately available funds the principal amount of the Bonds becoming due for redemption or repayment on the date when the Bonds or any of them become due to be redeemed in accordance with the terms and conditions of the Bonds, together with any applicable premium and interest in accordance with the Bond conditions. The liability of the company to pay the amounts due under the Trust deed is absolute and unconditional.

11. Condition 4.1 of the Bonds provides that the Bonds shall bear interest from and including the Issue date at the rate of 2% p.a. and which is payable in equal instalments in arrears on 27th June and 27th December in each year commencing with the interest payment falling due on 27.6.2008.

12. Condition 13.5 of the Bonds provides that the Company shall be liable to pay default interest on the failure of the Company to pay any sum in respect of the Bonds becoming due and payable under the Bond conditions. Condition 13.5 of the Bond is reproduced herein for the ease of reference.

"13.5. Default Interest