IN THE HIGH COURT OF KARNATAKA AT BENGALURU DATED THIS THE 20^TH DAY OF MARCH, 2025 BEFORE THE HON'BLE MR JUSTICE M.G.S. KAMAL COMPANY PETITION NO. 157 OF 2016 BETWEEN:

N. RAGHAVENDRA PRASAD AGED ABOUT 55 YEARS S/O. NAGARAJAN, NO.179, S.C. ROAD, SESHADRIPURAM, BENGALURU - 560 020 …PETITIONER (BY SRI. ABHINAV R., ADVOCATE)

AND:

1. M/S. ELMEASURE INDIA PVT. LTD.

A COMPANY INCORPORATED UNDER THE COMPANIES ACT AND HAVING ITS Digitally signed REGISTERED OFFICE AT by SUMA B N NO.755, 4^TH PHASE, 707, Location: HIGH COURT OF YELAHANKA NEW TOWN, KARNATAKA BENGALURU - 560 064 2. MR. SAM CHERIAN CHAIRMAN/DIRECTOR, M/S. ELMEASURE INDIA PVT. LTD., NO.755,4^TH PHASE, 707, YELAHNAKA NEW TOWN, BENGALURU - 560 064

3. MR. T.K. BABU DIRECTOR, M/S ELMEASURE INDIA PVT. LTD., NO.755, 4^TH PHASE, 707, YELAHANKA NEW TOWN, BENGALURU - 560 064

4. BINDUBABU DIRECTOR, M/S. ELMEASURE INDIA PVT. LTD., NO.755,4TH PHASE, 707, YELAHANKA NEW TOWN, BENGALURU - 560 064

5. THANKAMMA CHERIAN DIRECTOR, M/S. ELMEASURE INDIA PVT. LTD., NO.755,4^TH PHASE, 707, YELAHANKA NEW TOWN, BENGALURU - 560 064 …RESPONDENTS (BY SRI. GANESH BHAT Y.H., ADVOCATE)

THIS PETITION IS FILED UNDER SECTION 433(E) AND (F) READ WITH SECTIONS 434 AND 439 (1) (B) OF THE COMPANIES ACT, 1956, PRAYING TO THE 1^ST RESPONDENT MAY BE ORDERED TO BE WOUND UP BY AND UNDER THE DIRECTIONS OF THIS HON'BLE COURT UNDER THE PROVISIONS OF SECTION 433(E) AND (F) AND 434 OF THE COMPANIES ACT, 1956, AND ETC.

THIS PETITION, COMING ON FOR DISMISSAL FOR NON-PROSECUTION, THIS DAY, ORDER WAS MADE THEREIN AS UNDER:

CORAM: HON'BLE MR JUSTICE M.G.S. KAMAL

ORAL ORDER

Petitioner has filed the present petition under Section

433(e) and (f) read with Sections 434 and 439(1)(b) of the Companies Act, 1956 (for short, ‘1956 Act’) seeking an order for winding up of the respondent-company. The Directors of the respondent-company have also been arrayed as party respondents in this petition.

2. Case of the petitioner is that the respondent company had availed loan from Kotak Mahindra Bank, Lavelle Road Branch, Bengaluru, in an approximate sum of Rs.10 crores. That the Directors of the respondent-company were on a look out for another financial institution/bank to take over the said loan at a lesser rate of interest. It is at this point of time respondent-company approached the petitioner seeking his services to facilitate in the process of taking over of the said loan from Kotak Mahindra Bank from any other financial institution. In this regard a purported agreement/memorandum of understanding dated 14.10.2015 said to have been entered into by the respondent-company with the petitioner herein. In terms of the said memorandum of understanding, respondent-company is said to have agreed to pay total service charges to the petitioner at the rate of 3.5% of the loan amount to be sanctioned together with applicable service taxes. In terms of the said agreement, respondent-company stated to have agreed to pay 1.75% of the aforesaid consideration immediately on receipt of the loan sanction letter from the financial institution/bank and on acceptance of the same by the respondent-company. That the balance of 1.75% of the consideration to be paid upon release of the entire loan amount.

3. It is further alleged that the aforesaid loan that was availed by the respondent company from Kotak Mahindra Bank was taken over by Vijaya Bank, who had issued loan sanction letter dated 11.12.2015 sanctioning loan amount of Rs.1191.77 lakhs. That the petitioner was instrumental in the said Vijaya Bank sanctioning the said loan. That the petitioner is therefore entitled for a sum of Rs.41,71,195/- being the service charges at the rate of 3.5% of the said loan amount.

4. Thus, based on the terms of memorandum of understanding and the subsequent loan transaction as stated above, the petitioner claims that he is entitled for payment of his service charges as mentioned in the aforesaid memorandum of understanding and that despite he having raised the demand by issuing a legal not