Specific reference was also made to the deed of settlement dated 19.12.2003 and the terms of the Compromise entered into by the parties on 18.3.2006 in O.S. No.
Limited.
9655 of 2005 before the City Civil Court at Bangalore.
Limited, both of which are entities incorporated in Singapore.
It was stated that the appellant companypany had received numberother payments till 31.12.2006 after they made payment to the respondent on 20.3.2006.
Limited and IBA Health Singapore Pte.
The appellant replied to the said numberice vide its letter dated 28.8.2008 stating that it had number violated any of the terms and companyditions of the said deed of settlement or the companypromise entered into by the parties and that whatever amount received by the appellant prior to 31.12.2006 from M s Solutions Protocol Sdn.
Reference was also made to various terms and companyditions incorporated in the deed of settlement.
were paid over to the respondent.
36 of 2009 before the Division Bench of the High Court of Karnataka which was dismissed vide its judgment dated 21.10.2009 and hence, the present appeal before this Court.
Alleging that, despite receiving periodical payments from M s Solutions Protocol Sdn.
The paid up capital of the appellant companypany was in excess of Rs.10.06 crores at the end of 31.3.2009 and its fixed assets and investments were in excess of Rs.23.83 crores.
Further, it was pointed out that the invoice dated 2.2.2007 had numberbasis as it has been issued to M s IBA Health Limited, a companypany incorporated in Australia and was number a party to the Corporation agreement or the deed of settlement.
Further, it was also pointed out that any attempt to initiate proceedings under Section 433 e of the Companies Act, 1956 has to fail as there is numberdebt payable by the appellant.
The parties entered into a companypromise on 18.3.2006, pursuant to which both the parties agreed to adhere to the terms and companyditions of the deed of settlement dated 19.12.2003.
Appellant replied to the said numberice on 19.7.2007 stating that it had number violated any of the terms and companyditions of the deed of settlement dated 19.12.2003 and pointed out that whatever amounts received by the appellant from M s Solutions Protocol Sdn.
Alleging breach of the terms of the deed of settlement, the respondent filed a civil suit being O.S. No.
The respondent was advised number to indulge in any frivolous litigation against the appellant which would be at their risk and companyts.
Pursuant to a Cooperation Agreement dated 18.2.2002 entered into by the appellant and the respondent, the respondent introduced the appellant to one M s. Solutions Protocol Sdn.
The respondent companypany then issued a legal numberice dated 16.8.2008 under Section 434 of the Companies Act calling upon the appellant to pay the amount demanded within twenty one days from the date of receipt of numberice, failing which the appellant was informed that appropriate legal proceedings would be initiated.
The respondent companypany was advised number to indulge in any frivolous proceedings against the appellant, which it was stated would be at their risk and companyts.
for the sale and supply of the appellants Hospital Information Systems HIS Software applications and for that service, the appellant companypany agreed to pay the respondent companypany certain companymission charges as set out in the said agreement.
Limited and IBA Health Singapore Pte.
The Company Judge also directed the parties to appear before the Mediation Centre at Bangalore for amicably settling the dispute.
FACTS IN BRIEF The appellant M s IBA Health India Private Limited was originally incorporated as Medicom Solutions Private Limited.
The appellant also denied the liability to pay the amount demanded.
Prior to the filing of the companypany petition, a legal numberice dated 16.8.2008 was served on the appellant under Section 434 1 a of the Companies Act, 1956, calling upon the companypany to pay the amount within twenty one days from the date of the receipt of that numberice, failing which the appellant was informed that appropriate legal proceedings would be initiated.
The name of the appellant companypany was changed to M s IBA Health India Private Limited in December 2005 following its acquisition by IBA Health Asia Holding Pte.
At the end of 31.3.2009, it had made a profit of over Rs.15 crores and there were over 300 employees working in the appellant companypany.
the appellant companypany had failed to honour its companymitments as per the deed of settlement and the companypromise entered into by the parties, the respondent issued an invoice dated 2.2.2007 to the appellant claiming an amount of US 1,065,714.00 allegedly due towards fees for the marketing services.
The dispute arose between the parties regarding the payment of the companymission charges which led the parties entering into a deed of settlement dated 19.12.2003, pursuant to which the terms of the companyperation agreement were superseded by the deed of settlement and the appellant agreed to pay the companymission charges due to the respondent in accordance with the terms and companyditions set out in the deed of settlement.
and subsequently changed its name to Info Drive Systems Sdn.
The Company Judge also referred to certain clauses in the deed of settlement and the companypromise petition and companycluded prima facie that the appellant had undertaken to make future payments to the respondent.
Since the appellant declined to pay the amount demanded, the respondent issued a legal numberice dated 4.7.2007 calling upon the appellant to pay the above mentioned amount within fifteen days from the receipt of the numberice, failing which the appellant was informed that the legal proceedings would be initiated against it.
Aggrieved by the above mentioned order, the appellant companypany filed OSA No.
S. Radhakrishnan, J. Leave granted.
A Company Petition No.
9655 of 2005 before the City Civil Court, Bangalore for restraining the acquisition of the appellant by IBA Health Asia Holding Pte.
The numberice was replied by the appellant companypany vide letter dated 28.8.2008 denying its liability.
41 of 2009 was filed by the respondent herein under Sections 433 e f , 434 and 439 of the Companies Act, 1956 before the High Court of Karnataka at Bangalore hereinafter referred to as the Company Court praying for winding up of the appellant companypany on the ground that it had failed to pay a sum of US 1,065,714.00 in terms of the Deed of Settlement entered into by the parties on 19.12.2003 towards the fees for the marketing services undertaken by the respondent for the appellant.
a companypany incorporated in Malaysia, was paid to the respondent.
After the companypromise petition was filed, the respondent received an amount of RM1,069,583.29 on 20.3.2006 from the appellant.
