1. RELIVE Co.LTD countered the petition on the following grounds, among others:
(1) RELIVE was under no obligation to pay the alleged debt, if any, as all obligations pertaining to the said contract had been transferred to RELAY Co. LTD by virtue of the demerger.
(2) Further, the alleged debt was one in respect of which, a bonafide dispute had been raised by RELIVE CO.LTD.
(3) The machinery of winding up was being used by PL. to coerce the company into making payment of the alleged debt, which RELIVE is under no obligation to pay.
2. PL.'s contentions, among others, were as follows:
(1) By terminating the contract, RELIVE had confirmed that it was the relevant party to the contract and therefore, all remedies for PL. lay against RELIVE.
(2) There was no bonafide dispute, as the liability remained undisputed till the date of demand under Section 434(1) (a). This dispute was merely raised for the purpose of covering up the Company's inability to meet its payment obligations.
(3) The Company was unreasonably refusing to pay the debt without just cause and with malafide intentions and therefore, the Court could order winding up in such instances.
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