IN THE HIGH COURT OF DELHI AT NEW DELHI

ORIGINAL COMPANY JURISDICTION

C.A.No. 1206 OF 2008

IN
COMPANY PETITION NO. 24 OF 2008

IN THE MATTER OF :

M/s. VISHWA ENTERPRISES PVT. LIMITED .... PETITIONER

VERSUS

DIMSY FOOD AND CHEMICALS PVT. LIMITED … RESPONDENT

REPLY AFFIDAVIT ON BEHALF OF THE PETITIONER TO

APPLICATION FILED BY RESPONDENT UNDER RULE 6 &
7 OF THE COMPANIES COURT RULES.

I, Ashwani Bakshi son of Sh. T.C. Bakshi aged about 44

years, Director of Vishwa Enterprises Private Limited , having its

registered office at B-II/89, M.C.I.E, Delhi Mathura Road, New Delhi,

do hereby solemnly affirm and state as under:-

1. That I am one of the Directors of the Petitioner Company and

as such am aware of the facts and circumstances of the

present case and am competent to swear this affidavit.

2. That I have read over and the understood the contents of the

aforesaid application filed by the respondent company and

have understood the contents thereof. At the very outset, I

deny each and every averment of law and fact made in the

said application, being false, misleading, vexatious and

unsustainable in law, save and except that is specifically

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 admitted hereinafter. The denial made in this paragraph may

be treated as a specific denial of the petitioner.

PARAWISE REPLY

1. That the contents of para 1 do not call for any comments.

2. That the contents of para 2 are wrong hence denied. It is

denied that the petitioner company is a family owned company

of Rai Family. It is denied for want of knowledge that any such

letter dated 8.2.2000 was written by Mr. S.K.Bansal to Mr.

Vinay Rai. The averments regarding agreement of 7.2.2000 as

well as the purported letter dated 8.2.2000, allegedly written

by Group Usha Auditor have no relevance for the purpose of

adjudication of the present petition in as much as the

petitioner company is not a party to the said agreement and is

not bound by any such agreement. It is a case where the dues

of the petitioner company have been duly admitted by the

respondent company in its balance sheet @ pg.52 of the

paper book. It is settled proposition of law that a company is

an independent legal entity and is entitled to recover its dues

by due process of law without being subjected to any third

party agreement. It is not a case of the respondent that it was

ever agreed by the petitioner company that its dues have been

waived but the respondent is relying on some alleged waiver

agreement between Mr. Vinay Rai and Mr. Anil Rai, which can

not be thrusted upon the petitioner. Assuming for the sake of

argument that the alleged agreements dated 7.2.2000 and

19.3.2000 are legal and enforceable, though seriously denied

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 for want of knowledge, a perusal of the said agreements

shows that none of the agreements talk of waiver with regard

to the dues of the petitioner company. Moreover, it is own

case of the respondent company that the legality and

applicability of the said agreements is yet to be proved before

the appropriate court, hence the respondent cannot deny

payment of legitimate dues of the petitioner company on such

frivolous grounds.

3. That the contents of para 3 are wrong hence denied. It is

denied that the petitioner company is in control of Mr. Vinay

Rai. As stated in para 2 (b) of the rejoinder affidavit, Mr. Vinay

Rai is neither a Director nor a share holder in the petitioner

company. Thus the contents of para under reply are

misleading and liable to be ignored and rejected. The

averment regarding implementation of alleged 19.3.2000

agreement is denied for want of knowledge. Be that as it may,

since the petitioner company is not a party to the said

agreement, the said proceedings cannot be taken as measure

by the respondent company to deny the legitimate dues of the

petitioner company. It is a matter of fact that prior to filing of

the present petition any of the members of the Rai Family

including Mr. Anil Rai and Mr. Vinay Rai ever informed the

petitioner company about the execution of the alleged

agreement dated 7.2.2000 and 19.3.2000, wherein allegedly it

has been provided that the dues payable to the petitioner

company has been waived. Therefore, the respondent cannot

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 deny the payment of dues to the petitioner company on such

frivolous grounds. It is denied that Mr. Vinay Rai can suppress

or express anything on behalf of the petitioner company as he

is neither a Director nor share holder in the company.

4. That the contents of para 4 are wrong hence denied. It is

denied that the petitioner company is bound by any of the

agreement between Mr. Vinay Rai and Mr. Anil Rai wherein

the petitioner company is not a party. Therefore, even

assuming for the sake of argument, though seriously denied,

that they agreed for waiving inter group balances, the same

cannot be attributed upon the petitioner company as neither

Mr. Anil Rai nor Mr. Vinay Rai are Director or share holder in

the petitioner company nor the petitioner company is legally

bound by the same. It is reiterated that the petitioner company

is not controlled by Shri Vinay Rai. It is further denied that the

present petition has been filed at the instance of Mr. Vinay Rai

to put pressure on Mr. Anil Rai to withdraw his claims against

Mr. Vinay Rai. As stated herein above this is merely an

excuse being taken by the respondent company to deny the

payment of admitted dues to the petitioner company.

5. That the contents of para 5 are wrong hence denied. It is

denied that any dues which are payable by the respondent to

the petitioner company have been waived off. Except the

petitioner company itself no one is competent to waive off its

legitimate dues. It is denied that the respondent company has

not admitted any debt or has not failed to pay the same. A

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 perusal of the balance sheet filed by the petitioner company

alongwith the petition at page 52 of the paper book clearly

shows that the respondent company has admitted the dues of

Rs.11,05,000/- which are payable to the petitioner company.

Thus the averments made in para under reply to say that no

such liability exists is incorrect and false on the face of record.

6. That the contents of para 6 are wrong hence denied. It is

denied for want of knowledge that there exist any such

agreement between Mr. Anil Rai and Mr. Vinay Rai. However,

assuming for the sake of argument that there exist any such

agreement, the petitioner being not a party to such agreement

is not bound by the terms of agreement and the legitimate

dues which is payable by the respondent company to the

petitioner company cannot be made subject to terms of any

such agreements.

7. That the contents of para 7 are denied for want of knowledge.

8. That the contents of para 8 are wrong hence denied. It is

denied that the present petition has been filed to force Mr. Anil

Rai to withdraw his claim under Rai Family agreement dated

19.3.2000. As stated herein above, Mr. Vinay Rai is neither a

Director nor share holder in the petitioner company. Thus it is

wrong to suggest that the present petition has been filed for

any such purpose as has been alleged in para under reply.

Once the dues payable to the petitioner company by the

respondent are admitted in the balance sheet, there is no

reason for the petitioner to mention in the petition the reason

5
 for advancing the money. So far as the dispute between Mr.

Vinay Rai and Mr. Anil Rai is concerned, the same cannot be

taken an excuse for non payment of dues to the petitioner

company.

9. That the contents of para 9 are wrong hence denied. It is

denied that the present petition is liable to be converted into

suit or it is liable to be consolidated alongwith C.S.(OS) No.

294 of 2006. The respondent have miserably failed to file even

a single document alongwith the present application that can

support the contention of the respondent that the petitioner

company is a party to any of the dispute between Mr. Vinay

Rai and Mr. Anil Rai or a party to any of the agreements dated

7.2.2000 and 19.3.2000 or the respondent company has ever

informed the petitioner before filing of the present petition

about any waiver clause by which it can be said that the dues

of the petitioner have been waived.

10. That the contents of para 10 are wrong hence denied. The

present application is a malafide and abuse of the process of

the court, without any substance and liable to be rejected with

heavy cost.

11. That the contents of para 11 are wrong hence denied. In view

of the facts and circumstances stated herein above, it would

be interest of justice that the present application may be

dismissed with costs. It is prayed accordingly.

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 DEPONENT

VERIFICATION:-

I, the Deponent above-named do hereby verify that the

contents of my foregoing affidavit are true and correct. No part of it is

false and nothing material has been concealed therefrom.

Verified by me at New Delhi on this the _____ day of April, 2009.

DEPONENT

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 IN THE HIGH COURT OF DELHI AT NEW DELHI

ORIGINAL COMPANY JURISDICTION

COMPANY PETITION NO. 24 OF 2008

IN THE MATTER OF :

M/s. VISHWA ENTERPRISES PVT. LIMITED .... PETITIONER

VERSUS

DIMSY FOOD AND CHEMICALS PVT. LIMITED … RESPONDENT

INDEX

Sl. No. Particulars Page No.

1. Reply affidavit on behalf of the petitioner to 1– 7

application filed by respondent under Rule 6 &
7 of the Companies Court Rules.

(MS. SONALI JAITLEY) & (MR. JAIYESH BAKHSHI)

ADVOCATES FOR THE PETITIONER
48 Todar Mal Road
New Delhi-110 001

PLACE : NEW DELHI

DATED :