Prima-facie evidence of a business transaction and previous agreement to refer the matter to Mediation for settlement of dues supported the petitioner's case for winding up.

Sri Raghvendra Singh, learned Senior Advocate assisted by Sri Deepak Shukla, learned counsel for the petitioner submits that the petitioner has entered into a commercial transaction with the opposite parties pertaining to the supply of Molasses. In this regard, an amount of more than rupees five crores is due and the same has not been paid inspite of a numerous requests. So, the present company petition has been filed for winding up. For this purpose, he has drawn attention to the Page 36 of the petition, which is "settlement of outstanding dues", and also its reply given by the opposite parties (Page 37), where the liability of the payment has been accepted.

2. He also submits that earlier, the other creditors have also filed Company Petitions (Like No. 3 of 2011) for winding up of the company, where an interim order was granted not to alienate the property. But, the matter was referred to the Mediation & Conciliation Centre, Lucknow.

3. Learned counsel further submits that in the petitioner's case (Company Petition No. 16 of 2012) matter was also referred to the Mediation & Conciliation Centre, Lucknow, but the same has failed. So, the present petition is presented again. Lastly, he submits that the necessary order may kindly be passed for winding up of the company.

4. On the other hand, Sri J.N. Mathur, learned Senior Advocate assisted by Sri Manish Kumar, learned counsel for the opposite parties submits that the petitioner is not a debtor. He further submits that between the parties i.e. companies, the Directors and Share-holders are common and the matter is mainly pertaining to the purchasing of the shares for which a civil suit is already pending.

5. He further mentioned that there was no licence for the Molasses, so the Molasses cannot be supplied. At the cost of repetition, he submits that there was MOU between the parties, but presently, no copies are available.

6. Regarding, the letters where the liability of the debt was accepted by his client, he submits that the same was signed by Proxi-Director appointed by the Share-holders of the petitioner-company, so, it has no relevance. He also submits that the debt is disputed.

7. Heard both the parties' counsel at length and gone through the material available on record.

8. Needless to mention that Section 434(a) provides as under :

"if a creditor, by assignment or otherwise, to whom the company is indebted in a sum exceeding [one lakh rupees] then due, has served on the company, by causing it to be delivered at its registered office, by registered post or otherwise, a demand under his hand requiring the company to pay the sum so due and the company has for three weeks thereafter neglected to pay the sum, or to secure or compound for it to the reasonable satisfaction of the creditor."

9. From the perusal of the record, it appears that earlier the petitioner has filed a Company Petition No. 16 of 2012, where this Hon'ble Court (myself) has passed an order dated 05.10.2012 and matter was referred to the Mediation & Conciliation Centre. Today, it has been submitted that Mediation has been failed, so, again this company petition has been filed. Prima-facie, it appears that there was some business transaction between the parties, as appears from the evidence made available on the record. Moreover, the parties had agreed on earlier occasion to refer the matter to the Mediation for the settlement of dues. So, prima-facie case is made out in favour of the petitioner.

10. Therefore, in the interest of justice, as an interim measure, it is provided that till further order passed by this Court, the Director and other officers of the company in question, shall neither alienate nor change the nature of the property in question, which is the subject matter of the present company petition.

11. Today, when the case came up before this Court, neither the copy of the MOU nor the decision given by the Hon'ble Division Bench has made available for the perusal of the Court. In these