2013 (10) TMI 178

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....) entered into a term sheet on 10-1-2007 with the respondent-company, Century 21 Infrastructure Limited, hereinafter referred to either as respondent or as "Infrastructure", under which the respondent would provide the petitioner a chargeable area of approximately 56,250 sq.ft. in a mall named "Century 21 Mall", situated at AB Road, Indore. The petitioner was to be the anchor tenant in the mall and according to the term sheet the mall was to commence operations in October, 2008. 3. The term sheet is annexed to the petition. It is not necessary to refer to its terms in detail and suffice to note that the cheque pursuant to the term sheet was to be drawn in favour of "Century 21 Town Planners Pvt. Ltd., Indore A/c", hereinafter referred to as....

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....3 Mobile: 09910002520 E-Mail: [email protected]" 6. Since no action was taken by the respondent pursuant to the term sheet in the construction of the mall, the petitioner sent a notice on 29-8-2008 cancelling the term sheet and asking for the refund of the security deposit. According to the petitioner, it received no reply. Thereafter, it sent a statutory notice on 3-11-2009 to the respondent under sections 433(e)/434(1)(a) of the Act demanding the deposit back with interest at 18% compounded annually, starting from 10-1-2007 till 3-11-2009, which amounted to Rs. 11,18,416/-. No reply was received from the respondent. The petitioner thereupon filed the present petition in April, 2010. 7. It was contended on behalf of ....

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....tionship between Infrastructure and Town Planners was that of principal and agent and hence the petition against Infrastructure was maintainable. These contentions were vehemently contested by the learned counsel for the respondent whose objection was that this is a new point raised in the course of the arguments without any factual basis and without any averment being made in the petition or the rejoinder. The learned counsel for the petitioner however points out that in paragraph 9(c) of the petition the basic facts have been given which can legitimately form the basis of this argument (that the two companies are in reality one). It was further submitted that the respondent has not adequately dealt with this point in its reply. 9. The le....

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....irector". This does not, per se and without anything more, necessarily mean that both the companies are one and the same. It was not also shown that the amount paid to Town Planners was transferred by it to the respondent, indicating inter-mingling or dovetailing of the finances of the two companies. Transfer of funds might have perhaps indicated the existence of a principal-agent relationship. In the Bombay case (supra), the respondent-company was admittedly acting as an agent for an undisclosed principal, which is not the case herein. There is no other material to which my attention was drawn to hold that the corporate veil must be lifted and I should see Infrastructure through the prism of Town Planners or vice versa. 11. Though the sub....