1 9.cp.236.10 skt IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.236 OF 2010 M/s. Greater Nashik Intracon Pvt. Ltd. ....Petitioner V/s. M/s.Hakimrai Jaichand Holdings Pvt. Ltd. ....Respondent ..... Ms.Preeti Menon i/by India Law for the Petitioner. Mr.Rajiv Narula a/w. Mr.A.Dasgupta i/by Jhangiani, Narula & Assoc. for the Respondent. .... CORAM : S.J. VAZIFDAR, J. DATE : 15TH DECEMBER, 2010. P.C. :- 1. This is a petition for winding up the Respondent-company inter alia on the ground that it is unable to pay its debts. 2. The parties had entered into two leave and licence agreements both dated 25th September 2008. The terms and conditions thereof are identical except as to the amount of consideration and the tenure. I will for convenience refer to the first leave and licence agreement at Exhibit ‘A’. Counsel agree that the result in respect thereof would apply to the second leave and licence agreement as well. 3. The Petitioner was a licensee and the Respondent was the licensor under the said agreements. The Petitioner’s claim is for the refund of the security deposit under the said agreements Under clause 1, the term 2 9.cp.236.10 of the agreement was 34 months up to 30th September 2011. Clause 21 of the agreement reads as under : 21. The licensee reserves the right to terminate this Agreement (or any or no reason) by providing three (3) months advance written notice to the Licensor after 31st months from the date of commencement. 4. It is a moot point whether the Petitioner was entitled to terminate the agreement before the expiry of the period of the agreement without there being a breach on the Respondent’s part. Prima facie at least this would require consideration. 5. The Petitioner, despite clause 21, purported to terminate the agreement on 21st February 2009. If the Respondent’s interpretation of the agreement is correct, namely that it could not be terminated during the period of its validity, the termination was wrongful and the Respondent would be entitled to recover compensation for the remainder of the term, subject, of course, to such adjustments as may be permissible in law. In any event, admittedly, the Petitioner was in arrears for the month of February 2009 in the sum of Rs.9,02,000/-. Further prima facie under clause 21 of the agreement, three months notice period is required. Thus, a further amount of Rs.27,06,000/- would be payable for the notice period. 6. In the circumstances, it is not a fit case for winding up the Respondent-company. The petition is, therefore, dismissed. -