*1* cp.700.06.1006.sxw kps IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY PETITION NO.700 OF 2006 WITH COMPANY APPLICATION (Lodging) NO.470 OF 2010 Gaurav B. Khatri and another. ..Petitioners -versus- BPP Imports and Gifts Pvt.Ltd. and others. ..Respondents ............ Mr.Mehul Shah i/b A.G.Shah, for the Petitioners. Ms.R.C.Nichani, for the Respondents. Ms.Rupa Surve, Assistant Official Liquidator, present. ............ CORAM : S.C.DHARMADHIKARI, J. Date : 18th November, 2011. P.C.: 1 It is stated that this is a Company Petition seeking to wind up the Respondent No.1 Company under section 433(f) of the Companies Act, 1956, namely, winding up on just and equitable grounds. 2 It is stated that the Respondent No.1 Company is a private limited company. The Respondent Nos.2 and 3 were actively involved in day to day management. It is alleged that the accounts were also controlled by them. The Petitioners’ claim to be the first Directors and contributors of the Respondent No.1. It appears that the Company was under joint management and control, but on account of disputes and differences, the parties have fallen out and are carrying on separate businesses. 3 It is stated that this is not a claim for winding up of the Respondent No.1 on the ground of its inability to pay its debts under section 434(1)(a) of the Companies Act, 1956, but it is closely held *2* cp.700.06.1006.sxw private limited company and because of the differences, the order of winding up is sought. 4 Now, the differences between parties have been resolved and the consent terms are placed before me today by them. They are duly signed by the parties and their Advocates. It is stated that the Official Liquidator has invited claims from the workers and creditors, but the report of the Official Liquidator is that no claims have been received although the advertisement has been duly published as early as on 01.08.2011. 5 The consent terms record that the Respondent No.1 has not conducted any business since last six years and except the sales tax, there is no other liability or dues. It is stated that the sales tax dues as demanded by the Department will be cleared off within a period of four weeks from today. The parties will cooperate in clearing the same. As far as other dues are concerned that is taken care of by various clauses of these terms. The parties also withdraw the allegations against each other. 6 In the light of the above and finding that the consent terms have been drawn up after negotiations and discussions between the group members and they do not affect the interest of any third parties or creditors, they protect the statutory and other dues, there is no impediment in taking them on record because they settle a private dispute between the parties. In such circumstances and when the parties are confirming their signatures below the terms and some of them are present in the Court, the terms are taken on record and marked as “X” for identification. There will be an order in terms of the consent terms. The Respondent No.1 shall stand dissolved as of today subject to the dues of the sales tax and other dues as notified in the consent terms, being paid within a period of four weeks from today. It is stated that there is no other *3* cp.700.06.1006.sxw dues or outstanding claim against the Respondent No.1 Company. 7 The Company Petition is, therefore, disposed of in these terms. No costs. Both sides agree that the Official Liquidator’s costs will be paid in equal proportion within a period of one week from the date of intimation by the Official Liquidator. 8 In view of disposal of the Company Petition, the Company Application does not survive and it is also disposed of. (S.C. Dharmadhikari, J)