Disputes over non-payment of rent and failure to provide necessary certificates do not warrant the winding up of a company under Section 433(e) of the Companies Act.

1. This petition has been filed by the petitioner for winding up of the respondent company on the ground of inability to pay its debts.

2. The respondent company carries on business of drug discovery research, clinical research, clinical data management, bio-equivalence studies, quality control, novel drug delivery system, pre-clinical research studies and research in bio-technology. The respondent company was incorporated on 25.7.07 with authorized share capital of Rs.2,00,00000/= (Rupees Two Crore only) divided into 20,00,000 (Twenty Lakhs) equity share of Rs.10/- (Rupees Ten only) each.

3. The petitioner company had purchased four floors, viz., 4th to 7th floor, of the premises at 149, Velachery-Tambaram Main Road, Pallikaranai, Chennai, viz., “Robert V Chandran Tower”.

4. The petitioner and the respondent entered into a lease agreement dated 15.12.08 for lease of the 5th floor of the abovesaid premises on a monthly rent of Rs.10,00,000/= (Rupees Ten Lakhs only) together with security deposit of Rs.1,00,00,000/= (Rupees One Crore only). There are other terms and conditions in the lease deed, which is annexed to the petition, which is not in dispute. It is the case of the petitioner that the respondent defaulted in paying the rent right from the beginning of the lease period. The rent was paid, according to the petitioner, from February, 2009 to June, 2009. But, however, there was a default of rent in part for the month of January. From August, 2009, it is the case of the petitioner that the respondent stopped paying rents and there was a demand on the respondent to pay the rent and the same remains unpaid till the date of this petition. On 11.12.09, the petitioner company issued legal notice (Annexure-3) intimating the failure of the respondent to pay the rent. It appears that the respondent issued two cheques, which were dishonoured on account of “stop payment” instructions for which action has been initiated under Section 138 of the Negotiable Instruments Act before the competent court. On 19.5.10 another notice (Annexure-7) was issued demanding payment followed by the statutory notice (Annexure-8) under Section 434 of the Companies Act, which was issued on 3.9.10, calling upon the respondent to pay the rent and other charges admittedly due to the petitioner. Since the respondent did not respond to the statutory notice, the present petition has been filed stating that the respondent company is indebted to the petitioner in a sum of Rs.1,83,07,476/= (Rupees One Crore Eighty Three Lakhs Seven Thousand Four Hundred and Seventy Six only) as on 8.11.10 (Annedure – 10 tabulation) in terms of the agreement dated 15.12.08 and since the respondent company is unable to pay its dues, the company should be wound up.

5. Notice was issued by this Court and the case was admitted on 15.6.12 by appointment of Provisional Liquidator. Thereafter, on 12.9.12, this Court set aside the exparte order and the Provisional Liquidator was discharged.

6. Counter has been filed by the respondent disputing each and every fact raised by the petitioner along with certain documents. The respondent relies upon an e-mail dated 11.12.08 in and by which request was made to issue a letter of undertaking and that correspondence resulted in the letter of undertaking dated 12.12.08, which reads as follows :-

“We have agreed to rent 5th floor of RV Chandran Towers Building belongs to Calsoft Management to Raxaane Research Pvt. Ltd., for clinical research/bioequivalence research/biotechnology projects for the period of six years.

We assure you that we will provide the following certificates which are mandatory to obtain licenses and certificates from various regulatory approval bodies and also from Health Department/Drugs Controller Departments.

In this regard we herewith undertake to provide the following certificates within a period of three months from the date of rental agreement :-

1) Building Completion Certificate CMDA of Building

2) Fire an