Medeor Pharma Pvt. Ltd vs Samir Deb Majumdar & Ors

The Court:-In this application under Sections 433,434 and 439(e) of the Companies Act, 1956 petitioners claim for winding up of the company, namely Medeor Pharma Pvt. Ltd. under Section 433(e) of the Companies Act, 1956. Shri. Samir Deb was the original petitioner who died during pendency of this application. Thereafter, the present petitioners as the heirs and legal representatives of the original petitioner have been brought on record of this application.

From the second paragraph of the statutory notice dated January 21,2015 it appears the amount of loan of Rs. 2.90 Lakh was paid by the predecessor of the petitioners to the Company between November 31, 2002 and November 03, 2005. Even during the course of his argument, learned Counsel appearing for the petitioners submitted that the loan amount of Rs. 2 lakhs was paid by the predecessor of the present petitioners to the Company some time between November 30, 2002 and November 3, 2005. It was submitted that the loan amount was paid between 2002 and 2005 and even after expiry of the period of three years when the claim of their predecessor became time barred, the Board of Directors of the company by the resolution dated September 22, 2010 admitted the outstanding dues of the petitioner of Rs.4 lakh and agreed to repay the said amount by September 30, 2012. The said board resolution dated September 22, 2010, according to the learned counsel appearing for the petitioners, is a contract under Section 25 of the Contract Act, 1872 for payment of the time barred claimed of the predecessor of the petitioners by the company.

However, neither in the notice under Section 434 of the Act of 1956 nor in the winding up application there is any pleading by the petitioners that the said board resolution of the Company dated September 22, 2010 is a contract under Section 25 of the Contract Act.

For the reasons as aforesaid, I am not convinced to admit the winding up application against the company. The issue as to whether the said board resolution dated September 22, 2010 of the company is a contract within the meaning of Section 25 of the Contract Act, 1872 is to be decided in a civil suit.

Accordingly, the claim of the petitioners against the Company is relegated to suit and the present Application is rejected.