Court orders company to pay Rs. 86 lakhs to petitioner, provide cash security, and file suit for balance.

The court ordered the company to pay Rs. 86 lakhs to the petitioner and provide cash security for Rs. 52 lakhs within four weeks. The petitioner was directed to file a suit for the remaining balance within the same timeframe. Failure to comply would result in the petition being advertised and the matter being heard in court. No costs were awarded in the case.

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Issues Involved:
1. Whether the company neglected to discharge its debt of Rs. 1.38 Crores payable under a loan transaction.
2. Whether the amount claimed by the petitioner was part of a sale consideration for land.
3. Whether the winding up petition should be admitted based on the alleged debt.

Issue-wise Detailed Analysis:

1. Neglect to Discharge Debt:
The petitioner filed a winding-up petition on the grounds that the company neglected to discharge its debt of Rs. 1.38 Crores, which was part of a Rs. 1.90 Crores loan transaction. The petitioner provided evidence of a cheque dated April 15, 2014, and partial payment of Rs. 52 lakhs made on July 17, 2014, through RTGS. A statutory notice was issued on February 26, 2015, to which the company responded on March 17, 2015, denying the loan and claiming the amount was paid in discharge of a legal liability.

2. Part of Sale Consideration:
The company argued that the amount in question was part of a sale consideration for land. It was alleged that the petitioner, through I.P. Traders Pvt. Ltd., acquired a plot of land measuring 2.73 acres. The company and its sister concerns, Pragma Builtech Pvt. Ltd. and Vigneshwara Properties Pvt. Ltd., believed the land measured 3.32 acres and agreed on a total consideration of Rs. 5.50 Crores. The petitioner paid Rs. 69,96,000/- by cheque as the price of the land, and the balance amount was paid by cheque but not as land price. After a survey in May 2014, it was found that the land measured 2.73 acres, leading to an agreement to refund Rs. 1 Crore to the petitioner. The company refunded Rs. 1 Crore, with Rs. 52 lakhs repaid by the company and Rs. 48 lakhs by ATC Logistics Pvt. Ltd.

3. Admission of Winding Up Petition:
The court noted that for admitting a winding-up petition, it must be satisfied that there is a neglect to pay a debt. The refusal to pay on legitimate grounds cannot constitute neglect. The court must find if there is a plausible explanation for non-payment. The company set up a defense of a sale transaction and disclosed its balance sheet showing a profit from the sale of land. However, the independent auditor's report did not disclose pending litigation. The court referred to several judgments, including the Supreme Court's decision in IBA Health (India) Pvt. Ltd. Vs. Info Drive Systems SDN. BHD, which emphasized that a bona fide dispute over debt negates the neglect to pay.

The court found the company's explanation of a sale transaction and refund agreement difficult to accept. The survey conducted without notice to the petitioner and the absence of documentation supporting the company's claims were noted. The court concluded that the company must pay Rs. 86 lakhs to the petitioner and furnish cash security for Rs. 52 lakhs within four weeks. If the petitioner fails to file a suit for the remaining balance within four weeks, the Registrar, Original Side, High Court, Calcutta, will refund the amount to the company. In default of compliance, the petition will be advertised, and the matter will be heard in court.

Conclusion:
The court ordered the company to pay Rs. 86 lakhs to the petitioner and furnish cash security for Rs. 52 lakhs within four weeks. The petitioning creditor must file a suit for the remaining balance within four weeks. In default, the petition will be advertised, and the matter will be heard in court. No order as to costs was made.

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