1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.610/2008 Sateesh Laxman Huded Sole Pro.Of M/s Enginers Consultancy Services Petitioner Vs. Leo Shipping Pvt.Ltd. Respondents Mr.S.V.Lad i/b V.S.Legal Associates for the petitioner Mr.H.N.Mody a/w S.Pathak & Co.for intervener CORAM: S.J.VAZIFDAR,J. DATE : 15th January,2009. P.C. 1] This petition is for winding up on the ground that the company is unable to pay the dues. The petitioner's claim of Rs.8,48,807/- is for the balance price in respect of services rendered by the petitioner to the company in accordance with the terms and conditions and pursuant to an offer dated 30/1/2006.The same was admittedly accepted. The services were rendered in respect of ships belonging to the company's principals. 2] Thereafter invoices were raised for an aggregate sum of Rs.27,63,380/- Part payment of about Rs.19 lac was made leaving behind the balance. Debit notes were raised by the petitioner in respect of the above balance amount. The debit notes and letters all dated 9/8/2007 were forwarded/addressed by the petitioner to the company in respect of 2 and demanding payment of the balance amount .There was no reply to the same .Ultimately the statutory notice dated 12/12/2007 was issued which was replied to . 3] Three defences have been raised. Firstly it is contended that the company was only an agent of its disclosed foreign principals who were the owners of the ships in respect whereof the services were rendered by the petitioner. The submission is not well founded. 4] The letter dated 30/1/2006 expressly makes an offer to the company as the petitioner's customers. In fact part payments have been made by the company to the petitioner. The mere reference in the debit notes to the names of the vessels would make no difference. In fact the debit notes clarify that the charges were for professional services rendered in connection with the services to the said vessels. The debit notes do not suggest that the services were rendered to the foreign principals. Further the debit notes clarify that the same were in respect of the orders placed by the company's director. 5] It was then submitted that the company has a claim of over Rs.20 lacs against the petitioner. This submission too is unfounded. It was clarified that the claim arises on account of an alleged partnership agreement between one of the directors of the company and a director of the petitioner. These are personal liabilities between 3 the directors and cannot reflect upon the rights and liabilities of the corporate entities . 6] Mr.Modi ,however,submitted that under the letter dated 30/1/2006 service tax at 10.2% is payable if the vessels are ''under Indian flag'' . Admittedly each of the vessels for which services were rendered by the petitioner was a foreign vessel and not under ''Indian flag''. There is thus a bona-fide dispute in respect of the claim towards service taxes. The learned counsel states that the amount aggregates to about Rs.3,35,000/-. 7] There is however no bona-fide defence in respect of the amount other than for service tax 8] In the circumstances,the Company is directed to deposit in Court a sum of Rs.5,00,000/- within a period of twelve weeks from today. The Petitioner would be at liberty to withdraw the entire amount on furnishing security to the satisfaction of the Prothonotary and Senior Master. In case of failure on the part of the Company to deposit the aforesaid amount within time limit ,the petition shall stand admitted and to be advertised in Free Press Journal,Maharashtra Times and Maharashtra Government Gazette .The Petitioner to deposit an amount of Rs.10,000/- with the Prothonotary and Senior Master of this Court within four weeks from the date of default. 4 Respondent waives service.