ORDER : Rajiv Shakdher, J. 1. This Company Petition is filed by a Solicitor firm, based in London, going by the name, Laytons Solicitors LLP UK. The petitioner, as is evident, is a limited liability partnership firm. 1.1 For the sake of convenience, the petitioner, hereafter will be referred to as Laytons. 1.2 This Petition has been filed by Laytons to seek winding up of the respondent company, i.e., Commonwealth Inclusive Growth Services Ltd. (hereafter referred to as "CIGSL"). The reason, which propelled Laytons to institute this Petition briefly, is as follows: 1.3 Laytons, evidently entered into a Representation Agreement (in short, agreement), dated 26th July, 2010 with CIGSL. This agreement enabled Laytons to act as the Solicitors for CIGSL in connection with its admission to the Alternative Investment Market (in short, AIM) and to render assistance in "initial fund raising". 1.4 AIM, apparently, is the sub-market of the London Stock Exchange which allows smaller companies to float shares, albeit, with, if you like, a more flexible regulatory system, than that, which is applicable to the main market. 1.5 In sum, under the agreement, Laytons, inter alia, was required to recommend and introduce CIGSL to potential nominated advisers and brokers and render advice on corporate re-structuring, AIM Rules, responsibilities of directors and rules of corporate governance. 1.6 Laytons claim, that they had indicated to CIGSL, that the, work envisaged under the agreement, which revolved around completion of "Initial matter" would cost in the region of 80,000 pounds (excluding VAT and disbursements). It appears that, in connection with the work carried out by Laytons, it raised four (4) invoices on CIGSL, the details of these invoices, for the sake of convenience, are set out herein below: S. No. Date of Invoice Invoice No. Invoice Amount (in £) Amount outstanding (in £) 1 31.8.2010 053504 13200 3210.14 2 26.10.2010 053814 21,150 21,150 3 31.10.2010 054313 19,785.67 19,785.67 4 31.12.2010 054795 14,440.95 14,440.95 Total amount outstanding (in £) 58,586.76 1.7 It is, however, important to note that except for a partial payment made towards the first invoice, CIGSL did not pay any amount towards the remaining three invoices. 1.8 Evidently, on the issue of payment of amounts in respect of the invoices referred to above, e-mails were exchanged between the parties herein. 1.8 Evidently, on the issue of payment of amounts in respect of the invoices referred to above, e-mails were exchanged between the parties herein. 1.9 The first such e-mail dated 11th October, 2012, which was sent by Laytons, adverted to the fact that unless payment in the sum of 10,000 pounds was made by Friday, i.e., 19th October, 2012 and an acceptable proposal for the balance was sent, legal action would be taken against CIGSL for recovery of the unpaid invoices. 1.10 Apparently, in response to the aforementioned e-mail, vide e-mail dated 16th October, 2012, CIGSL informed Laytons that it will remit 10,000 pounds and pay the balance sum in five Equal Monthly Instalments. In the e-mail, a further assertion was made, to the effect, that CIGSL would receive funds on 19th October, 2012 and therefore, it would take several working days to remit the funds to Layton's account. Accordingly, the e-mail concluded by indicating that Laytons could expect first payment of 10,000 pounds on or before 26th October, 2012. 1.11 Since, this seemed like a reasonable offer, Laytons acknowledged the aforementioned e-mail within couple of hours and accordingly, thanked CIGSL for its response. 2. It appears that its hope of receiving funds was belied. On 30th October, 2012, Laytons sent another mail, wherein, it stated that it had received nothing towards the promised remittances and that CIGSL should confirm the details of remittances, as it was possible that the Bank was "sitting on it", an expectation, which stood belied, as is evident from the events, which transpired thereafter. 2.1 Continuing with the narrative, CIGSL on its behalf, in response, sent an e-mail on 31st October, 2012, wherein it was indicated that there had been a delay in presenting the cheques and that needful would be done very shortly, whereupon, funds would flow. Pertinently, in this e-mail, it was also averred that the remittance details would be sent, once transfer was made, so that, the fund flow could be tracked. 2.2 Since there was no movement in the matter, on 2nd November, 2012, Laytons sent another mail, in which, it expressed its anguish and dismay at CIGSL reneging on its promise, to transmit, funds. 2.2 Since there was no movement in the matter, on 2nd November, 2012, Laytons sent another mail, in which, it expressed its anguish and dismay at CIGSL reneging on its promise, to transmit, funds. In this mail, Laytons clearly indicated that since funds had not been transmitted, the matter had been passed on to their recovery department, which had been given instructions to institute legal proceedings for recovery of the principal amount along with interest and costs of recovery. The e-mail, however, ended with, one last opportunity being accorded to CIGSL, inasmuch as, it was indicated that the only chance of keeping at bay the recovery action was, by ensuring, firstly, that 10,000 pounds were transmitted to Laytons, electronically, by the close of business on Tuesday, 6th November, 2012, and secondly, by paying the remaining amount in five monthly installments, by the 6th day of each consecutive month, as agreed. 2.3 Evidently, CIGSL did not respond, as was hoped by Laytons, which propelled the debt recovery department of Laytons to write to CIGSL vide e-mail dated 14.11.2012. The debt recovery department via this e-mail indicated to CIGSL that though payments had not been received, they hoped that the matter could be resolved amicably, and hence, sought the convenience of the CEO of CIGSL, one Mr. Mahesh Ramachandran to discuss the matter. 2.4 It appears that the debt recovery department of Laytons represented by one Mr. Mark Jones had a conversation with Mr. Mahesh Ramachandran of CIGSL. This aspect is recorded in the e-mail dated 27.11.2012 sent on behalf of Laytons to CIGSL by Mark Jones. The e-mail is addressed to Mr. Mahesh Ramachandran. In this e-mail, Laytons called upon Mr. Mahesh Ramachandran to provide, to one, Mr. Rupert of Laytons, the agreed payment proposal. The e-mail also records that Mahesh Ramachandran had promised to make payment by November, 2012. The e-mail goes on to state that in case Mr. Mahesh Ramachandran of CIGSL fails to reply, then Laytons would be left with no alternative, but to instruct its debt recovery agent in India to make recovery on their behalf. 2.5 Evidently, in response to the aforementioned e-mail, Mahesh Ramachandran, vide mail dated 29.11.2012 wrote back that he was awaiting funds to commence making payments towards outstanding amounts and that he could confirm the amount as soon as he had access to funds. 2.5 Evidently, in response to the aforementioned e-mail, Mahesh Ramachandran, vide mail dated 29.11.2012 wrote back that he was awaiting funds to commence making payments towards outstanding amounts and that he could confirm the amount as soon as he had access to funds. 2.6 It appears that thereafter, the matter was handed over by Laytons to their Debt Recovery Agent in India; a company, by the name, Mira Inform Private Limited (in short, MIPL). This is evident upon perusal of a series of e-mails exchanged between, one, Minesh Gandhi, Managing Director of MIPL and Mr. Mahesh Ramachandran, CEO of CIGSL. These are: e-mail date 14th February, 2013; two e-mails of even date, i.e., 15th February, 2013; e-mail date 19th February, 2013; e-mail date 26th February, 2013; two mails of even date i.e., 5th March, 2013; e-mail date 21st March, 2013; e-mail date 26th March, 2013 and e-mail date 28th March 2013. 2.7 Except for e-mail dated 26th and 28th March, 2013, all other e-mails were exchanged between the aforementioned persons, i.e., Minesh Gandhi and Mahesh Ramachandran only to convene a meeting qua the issue with regard to payment of the invoices raised by Laytons. 2.8 Since e-mails dated 26th March 2013 and 28th March 2013 elaborate on the aspect of payment and may have some relevance upon the present matter, I would need to elaborate with respect to these two mails. 2.9 The fact, that the Managing Director of MIPL, Mr. Minesh Gandhi had some conversation with Mr. Mahesh Ramachandran, is reflected in e-mails dated 26th and 28th March, 2013. 3. Pertinently, e-mail dated 26th March, 2013 is sent by Mahesh Ramachandran of CIGSL to Minesh Gandhi of MIPL. In the said e-mail, Mahesh Ramachandran, for the first time, stated that CIGSL was unable to utilise the services of Laytons, as it had not entered the AIM market, as planned. Furthermore, the e-mail goes on to state that CIGSL did not anticipate the expense involved towards fee, and therefore, given the position of its cash flow, immediate, payment of invoices was not possible. The e-mail ends with the request to MIPL to discuss the matter with Laytons, so that, CIGSL could know as to the amount, at which, an amicable settlement could be reached. 3.1 The second mail, to which I have made a reference above, i.e., e-mail dated 28th March, 2013, was sent by Mr. The e-mail ends with the request to MIPL to discuss the matter with Laytons, so that, CIGSL could know as to the amount, at which, an amicable settlement could be reached. 3.1 The second mail, to which I have made a reference above, i.e., e-mail dated 28th March, 2013, was sent by Mr. Minesh Gandhi of MIPL to Mr. Mahesh Ramachandran of CIGSL. This e-mail appears to have been sent in the background of a telephonic conversation had between them. By this, e-mail, Mr. Minesh Gandhi informs Mahesh Ramachandran that he had had a conversation with Laytons, whereupon all concerned had reached a conclusion that CIGSL should make its best and final offer by 7th April, 2013, on what it believed to be an amount on which an amicable settlement could be reached. It was also indicated that, payments in instalments, could also be accepted given the cash flow difficulty of CIGSL. The e-mail, however, ended with the usual indication, that, if no concrete offer was made, legal proceedings would be initiated against CIGSL. 3.2 Quite clearly, CIGSL failed to keep up its promise, which led to a notice being issued via an Advocate, upon instructions of MIPL, who, as alluded to above, were the Debt Recovery Agent of Laytons, in India. The notice sent, was dated 24th April, 2013. Via this notice, a demand was raised upon CIGSL to remit an amount equivalent to INR 49,78,874.60, (which in pounds came to a figure of 58,586.76, at an exchange rate of 85 per GBP) along with interest at the rate of 18% per annum. It was indicated, by the Advocate, that the amount should be remitted either to MIPL directly or to him, on behalf of his Principal, within a period of 21 days, failing which, legal proceedings, including winding up proceedings, would be initiated, at CIGSL's risk and costs. 3.3 The notice clearly indicated that it had been issued under the provisions of Sections 433/434 of the Companies Act, 1956 (in short 1956 Act). 3.4 It appears that this notice was returned, as CIGSL had moved from the address given in the notice. Accordingly, a fresh notice dated 15.5.2013, was dispatched at the new address of CIGSL. This notice enclosed the earlier notice dated 24.04.2013. 3.4 It appears that this notice was returned, as CIGSL had moved from the address given in the notice. Accordingly, a fresh notice dated 15.5.2013, was dispatched at the new address of CIGSL. This notice enclosed the earlier notice dated 24.04.2013. 3.5 Though, admittedly, the notice dated 15.05.2013 along with a copy of the earlier notice dated 24.4.2013 was received by CIGSL, no reply to the same was sent by CIGSL. 4. Since, no reply was forthcoming, the captioned Petition was instituted, in this Court, on 01.08.2013. 4.1 Notice in this petition was issued on 30th August, 2013. Since then, pleadings in the matter stand completed. CIGSL has filed its reply, which is sought to be rebutted by Laytons by way of a rejoinder. Submissions of counsels: 5. In this background, arguments have been advanced on behalf of Laytons by Ms. Samyuktha, while on behalf of CIGSL, Mr. M. Vaidhyanathan, has made submissions. 6. Ms. Samyuktha, broadly, contended that pleadings and documents on record would show that there is no dispute with regard to the following: i. That parties herein had entered into an agreement for professional services being rendered by Laytons. ii. Four invoices were raised, out of which, partial payment was made with regard to only the first invoice, which is dated 31st August, 2010. iii. The e-mails exchanged between the parties had clearly demonstrated that CIGSL had not raised any concerns with regard to deficiency in service as alleged or at all, save as except a vague assertion that CIGSL had not entered the AIM market. iv. Lastly, that the demand notice dated 24th April, 2013, which was followed by the notice dated 15.05.2013, was not replied to by CIGSL. 6.1 Learned counsel, therefore, submitted that in these circumstances, a presumption in law is raised as to the inability of CIGSL to pay its creditors. Learned counsel buttressed her submissions by adverting to the balance sheets and profit and loss account of CIGSL for the financial years, 2010-2011 and 2011-2012. Learned counsel, based on the contents of the balance sheet, sought to draw my attention to the fact that CIGSL had recorded a net loss of Rs. 5,48,90,434 in the financial year 2010-2011, and that, it continued to record net loss of Rs. 4,11,40,573/- in the subsequent financial year as well, i.e., 2011-2012. Learned counsel, based on the contents of the balance sheet, sought to draw my attention to the fact that CIGSL had recorded a net loss of Rs. 5,48,90,434 in the financial year 2010-2011, and that, it continued to record net loss of Rs. 4,11,40,573/- in the subsequent financial year as well, i.e., 2011-2012. 6.2 Reliance, in this regard was also placed by the learned counsel on the averments made in paragraph 16 of the Petition, wherein, Laytons has also asserted that, in addition, CIGSL has continued to register cash losses beginning from the financial year 2007-2008 till 2010-2011, and that, the cumulative debit balance of Rs. 14,13,29,902/- had been adjusted by CIGSL against its paid up share capital, as appearing on 31.03.2012. 6.3 Learned counsel stressed the fact that in the reply filed, none of the aforementioned facts pertaining to its financial position had been disputed by CIGSL. 6.4 I must also indicate, that, Ms. Samyuktha brought to my attention to Clauses 4.1, 4.3, 4.5 and 4.6 of the agreement, to stress the point that payments for the services rendered was to be made, having regard to the time spent on the matter concerning CIGSL, and that, receipt of invoice would constitute notice of the fact that the amount reflected therein was due for payment. 7. On the other hand, Mr. M. Vaidhyanathan, on behalf of the respondent CIGSL made four principal assertions. i. That the statutory notice issued on behalf of Laytons, under Section 434 of the 1956 Act, violated the provisions of Foreign Exchange Management Act, 1999 (in short FEMA), as it had been issued by a recovery agent, with whom, CIGSL had no privity of contract. Reliance in this regard was placed on the provisions of Section 3(b) and (c) of FEMA. ii. Prima facie, no service had been rendered by Laytons and hence, CIGSL was not liable to pay the sum claimed. iii. The purpose of instituting the present Petition was only to recover the alleged debt and hence, such action, could not be countenanced in law. iv. As per the agreement executed between the parties, the jurisdiction to institute legal proceedings against CIGSL lay with the Courts in England and Wales and hence, the petition was not maintainable. For this purpose, reliance was placed on Clause 10.5 of the agreement. 8. iv. As per the agreement executed between the parties, the jurisdiction to institute legal proceedings against CIGSL lay with the Courts in England and Wales and hence, the petition was not maintainable. For this purpose, reliance was placed on Clause 10.5 of the agreement. 8. I must only indicate that, since written synopsis filed on behalf of CIGSL were on record, counsel for Laytons, in the opening, had also addressed her submissions qua the objection raised with regard to the jurisdiction and, in that behalf, submitted, that a winding up petition would lie only in this Court, as the registered office of CIGSL was located within the territorial jurisdiction of this Court. In support of her submission, learned counsel had relied upon the following judgment of the Karnataka High Court. The Bank of New York Mellon, London Branch, rep. by its Constituted Attorney, Aneish Kumar V. M/s. Cranes Software International Limited. Reasons: 9. I have heard the learned counsel for the parties and examined the record. 10. What has clearly come through and over which there is no dispute is the following: 10.1 Parties did execute the agreement (to which I have made a reference above), in pursuance of which, Laytons was required to render assistance, which, inter alia, would have enabled CIGSL to enter AIM, i.e., a sub-market of the London Stock Exchange. The purpose behind this was to enable CIGSL to raise funds, by floating shares, in an environment, where regulations were far more flexible. 10.2 Laytons raised four invoices (the details are set out in paragraph No. 3 above), against which, CIGSL had made a total payment in the sum of 9,989.86 pounds. 10.3 That e-mails were exchanged between the parties and their representatives. In the first instance, e-mails were exchanged between the representatives of Laytons and CIGSL, and thereafter, between CIGSL and MIPL. 10.4 CIGSL, all through, communicated on the issue of liquidation of invoices via its CEO, i.e., Mahesh Ramachandran. 10.5 A perusal of the contents of the e-mails placed on record clearly shows that at no point in time CIGSL quibbled either about the quality or the extent of services rendered by Laytons. 10.4 CIGSL, all through, communicated on the issue of liquidation of invoices via its CEO, i.e., Mahesh Ramachandran. 10.5 A perusal of the contents of the e-mails placed on record clearly shows that at no point in time CIGSL quibbled either about the quality or the extent of services rendered by Laytons. The only e-mail, in which, Mahesh Ramachandran on behalf of CIGSL made reference to the services of Laytons was in an e-mail dated 26th March, 2013, addressed to Minesh Gandhi of MIPL, wherein, the following was stated: "We were not able to utilize the services of M/s. Laytons as we did not go to AIM market as planned. Also we did not anticipate the bills to be so much and our cash flow is such that we are unable to make the payment immediately. Please discuss with Laytons and let me know what can be an amicable settlement." 10.6 A close perusal of this e-mail, would show that CIGSL did not raise any issue either with regard to the quality or the extent of service rendered by Laytons. All that CIGSL conveyed was that it was not able to utilise the services of Laytons, as it did not enter the AIM, as planned. Furthermore, CIGSL clearly indicated that it was not able to anticipate the amounts reflected in the bills, and that, it was not able to make payments, immediately, as it was experiencing a crunch, vis-a-vis, its cash flow. 10.7 Admittedly, CIGSL did not respond to the demand notice dated 24.04.2013 and 15.05.2013. 11. Therefore, the argument of Mr. M. Vaidhyanathan, that no services were rendered by Laytons, in my view, is an argument, which is not tenable and hence, cannot be accepted. This objection, if at all, was available to CIGSL, when, either invoices were raised or, when e-mails were sent in connection with liquidation of those invoices. At no stage, did CIGSL raise the issue that services were not rendered, save and except when a return was filed in this Court. The fact that the first invoice was partially liquidated, only goes to support the submission advanced on behalf of Laytons, that the invoices raised were payable by CIGSL. In the reply filed on behalf of CIGSL, this aspect, has been completely glossed over. The fact that the first invoice was partially liquidated, only goes to support the submission advanced on behalf of Laytons, that the invoices raised were payable by CIGSL. In the reply filed on behalf of CIGSL, this aspect, has been completely glossed over. 11.1 As noticed above, the argument that, no services were rendered has been raised for the first time in the reply filed in this Court. To buttress this argument, a reference was made to the fact that the first two invoices bearing No. 053504 dated 31.08.2010 and Invoice No. 053814 dated 26.10.2010 were dispatched without furnishing time sheets, and the fact that the invoices did not elaborate on the kind of services rendered. It was submitted by the learned counsel for CIGSL that the aforementioned invoices only indicated that Laytons had rendered "Legal Services". 11.2 Furthermore, it was stressed that time sheets were handed over with regard to the remaining two invoices, i.e., Invoice No. 054313 dated 31.10.2010 and Invoice No. 054795 dated 31.12.2010, only when MIPL's representative visited CIGSL office. 11.3 In my view, all these arguments are an after thought, as correctly pointed out by the learned counsel for Laytons, as the terms of agreement are quite clear. Clause 4.1 sets out the method of calculating charges. The said clause, inter alia, provides that the basis for charges would be the time spent on the matter, which included the time spent prior to the date of execution of the agreement. 11.4 In other words, Laytons was required to charge for the services envisaged in the agreement on the basis of hourly rates. Similarly, Clause 4.3 of the agreement, inter alia, provides that the fact estimates were given would not prevent Laytons from charging for work, which they may have been instructed to undertake, which was evidently in excess or outside the scope of original estimates submitted by it. Insofar as what the invoices were required to contain is covered by clause 4.5 of the agreement. Clause 4.5 required invoices to summarise, briefly, the nature of work carried out. It is this clause on which specific emphasis is laid by the respondent. 11.5 Pertinently, Laytons, has claimed in its rejoinder, that, time sheets were submitted along with invoices. Insofar as what the invoices were required to contain is covered by clause 4.5 of the agreement. Clause 4.5 required invoices to summarise, briefly, the nature of work carried out. It is this clause on which specific emphasis is laid by the respondent. 11.5 Pertinently, Laytons, has claimed in its rejoinder, that, time sheets were submitted along with invoices. Insofar as CIGSL is concerned, it is conceded that time sheets were furnished with respect to last two invoices, albeit, by the representative of MIPL, when he visited the office of CIGSL. Along with the rejoinder, Laytons has submitted time sheets with respect to other two invoices as well, without prejudice to the stand taken in the pleadings that time sheets were submitted with the invoices in the very first instance. 11.6 The sense that I get of the matter is that CIGSL has raised this issue only avoid its liability. If CIGSL was concerned with either the lack of quality or the extent of services rendered by Laytons, this issue could have been raised in any one of the innumerable e-mails (to which I have made reference above), exchanged between the parties. In none of the e-mails did CIGSL ever raise the issue that time sheets were not furnished. 11.7 Therefore, based on the material on record and my appreciation of the same, the only conclusion that I can draw, is that, the version of events portrayed by Laytons is credible and that time sheets were furnished with the invoices, which undoubtedly, would give the nature of services rendered by it. 11.8 Therefore, to my mind, in substance, the requirement of Clause 4.5, which is, that the invoice will summarise, briefly, the nature of work carried out, stands fulfilled. 12. This brings to me to other issue, which is with regard to the objection taken qua the jurisdiction of this Court to entertain the instant petition. 12.1 As indicated, in my narration of above, CIGSL has taken recourse to Clause 10.5 of the agreement to raise the objection with regard to the jurisdiction. Therefore, it becomes pertinent to advert to the said clause. "10.5. Jurisdiction and Applicable Law "English law governs this Representation Agreement and, if you are pursuing commercial activities, any non-contractual dealings between us. 12.1 As indicated, in my narration of above, CIGSL has taken recourse to Clause 10.5 of the agreement to raise the objection with regard to the jurisdiction. Therefore, it becomes pertinent to advert to the said clause. "10.5. Jurisdiction and Applicable Law "English law governs this Representation Agreement and, if you are pursuing commercial activities, any non-contractual dealings between us. Any dispute is subject to the exclusive jurisdiction of the courts of England and Wales, without prejudice to which Laytons may apply for any provisional or conservatory measures or interim relief in any court having jurisdiction in any country in which you are resident, domiciles, incorporated or have assets." 12.2 A bare perusal of Clause 10.5 would show that it cannot come in the way of this Court entertaining the instant Petition, as the provisions of this clause cannot override the municipal law of this Country. Under Section 10 of the 1956 Act, a winding up action in respect of a company registered in India, can only be instituted within the territorial jurisdiction, of a competent Court, in India, in which, its registered office is located. There is no dispute about the fact that the registered office of CIGSL is located within the territorial jurisdiction of this Court. 12.3 A winding up action, in stricto senso, is not an action for recovery of dues. The action is pivoted on the inability of the debtor company to pay its creditors. The factum of inability is sought to be brought to fore by a creditor by expounding on the fact that the debtor company had not paid its debt, which is of a value more than that which is provided for under Section 434(1)(a) of the 1956 Act. 12.4 The action of a creditor is only a trigger point, which ultimately, if found in order, enures to the benefit of all creditors; whether or not the Court would ultimately proceed to order winding up of a debtor company, is an aspect which is pivoted on several other factors including what would be the say of other creditors, employers and workers in a given case. 12.5 However, insofar as the present petition is concerned and the stage at which it is pivoted, presently, I am inclined to accept the submission of Ms. Samyuktha, that clause 10.5 of the agreement cannot oust the jurisdiction of this Court to entertain the present Petition. 12.5 However, insofar as the present petition is concerned and the stage at which it is pivoted, presently, I am inclined to accept the submission of Ms. Samyuktha, that clause 10.5 of the agreement cannot oust the jurisdiction of this Court to entertain the present Petition. Hence, the submission of Mr. M. Vaidhyanathan, in that behalf is rejected. 12.6 It is also pertinent to note that no objection to the jurisdiction of this Court has been raised in the reply filed on behalf of CIGSL. Since, this issue was raised by Mr. M. Vaidhyanathan, across the bar and in the written synopsis filed on behalf of CIGSL, I chose to deal with this objection as it dealt with jurisdiction of this Court and was pivoted only on a clause obtaining in the agreement. It was not an issue which required, in the instant case, examination of disputed facts. 13. This brings me to the other submission of Mr. M. Vaidhyanathan, which was, that the petition was not maintainable as the demand notice served on CIGSL violated the provisions of Section 3(b) and (c) of FEMA. 14. At the outset, I may also note that even with regard to this objection, there is no averment made in the reply filed on behalf of CIGSL. Quite clearly, this objection has taken the counsel for Laytons by surprise. Be that as it may, in my view, the objection is without merit. The reason, I have reached this conclusion is the very nature of action involved in the instant case. 14.1 The present action only seeks to bring to the notice of this Court the apparent inability of CIGSL to pay its creditors. The action is a trigger point. Whether or not Laytons receives the money, which is subject matter of the demand notice is in the larger sense, not relevant. It is not as if, CIGSL, took the stand in its pleading or in its communication with Laytons that it is ready to make the payment, but for the fact that the provisions of Section 3(a) and (b) FEMA are in its way. As noticed above, on the other hand, there is no averment made in the pleadings with regard to the purported prohibition under FEMA. As noticed above, on the other hand, there is no averment made in the pleadings with regard to the purported prohibition under FEMA. 14.2 The more important point, however, is, that, it is not as if, Section 3 of FEMA bars, completely, the receipt of moneys by an agent of a principal residing outside, unless their inward remittances from a place outside India. Section 3 "3(b) make any payment to or for the credit of any person resident outside India in any manner: (c) receive otherwise through an authorised person, any payment by order or on behalf of any person resident outside India in any manner. Explanation: For the purpose of this clause, where any person in, or resident in, India receives any payment by order or on behalf of any person resident outside India through any person (including an authorised person) without a corresponding inward remittance from any place outside India, then, then, such person shall be deemed to have received such payment otherwise than through an authorised person." of FEMA opens with the following words: "Dealing in foreign exchange, etc - Save as otherwise provided in this Act, rules or regulations made thereunder, or with the general or special permission of the Reserve Bank, no person shall." 14.3 Clause 3(a) to (c) and the explanation which follow have to be read with the opening words of the Section. 14.4 Therefore the agent (in this case MIPL) could have received payments, if offered, subject to, inter alia, a general or special permission of the Reserve Bank of India (RBI) being obtained in that behalf. As adverted to above by me, at no stage, did CIGSL offer to make the payment. Had CIGSL offered to make the payment, then, the onus would have been on Laytons to seek, inter alia, a general or special permission of RBI, in case, the provisions of Section 3(b) or (c) came in the way of funds being remitted to it. 14.5 Thus, in my view, this argument raised on behalf of CIGSL, is a red-herring, which has been advanced only to some how avoid its liability; a liability, which it clearly undertook to discharge, in its innumerable communications, to Laytons and/or its agent/MIPL. 14.6 What concerns me, more particularly, is the fact that the financial position of CIGSL does not appear to be healthy. Clearly, it has recorded a net loss of Rs. 14.6 What concerns me, more particularly, is the fact that the financial position of CIGSL does not appear to be healthy. Clearly, it has recorded a net loss of Rs. 5,48,90,434/- in the financial year 2010-2011 and a net loss of Rs. 4,11,40,573/- in the financial year 2011-2012. CIGSL has also, incurred, consistently, cash losses from 2008-2009 to 2011-2012; the details qua which are set out in paragraph 16 of the Petition. None of these assertions have been traversed by CIGSL. 14.7 Therefore, having regard to the aforementioned, I am inclined to admit the Company Petition. 15. Accordingly, the captioned petition is admitted. Accordingly, affix notice on the Court Notice Board and the registered office of CIGSL. Notice shall also be issued to the Registrar of Companies, Madras and the Official Liquidator attached to this Court. 15.1 The Citation shall be published by Laytons in the Indian Express [(English) Chennai Edition], the Dinamani [(Tamil) (Chennai Edition)], as also, in the Official Gazette giving at least 21 days clear notice. Towards costs Laytons for the moment will deposit Rs. 50,000/- with the office of the Official Liquidator. 15.2 The Official Liquidator attached to this court is appointed as the provisional liquidator. 15.3 The Official Liquidator will take possession of all assets, as well as, books, documents and records etc of CIGSL. CIGSL is injuncted from selling, transferring, alienating or creating any third party interest in its assets. 15.4 A copy of the petition alongwith the annexures will be supplied by counsel for Laytons to the official liquidator. 15.5 The Directors of CIGSL shall file their Statement of Affairs, as mandated under Section 454 of the Act within 21 days from today. 15.6 The Directors of CIGSL shall appear before the official liquidator on the date as indicated by him, for having their oral statement recorded under Rule 130 of the Company Court (Rules), 1959. 15.7 In the meanwhile, the counsel for CIGSL will furnish the following information to the Court, by way of an affidavit, of its Director:- (i) The location of the registered office of the CIGSL. (ii) The details of its assets; which would include their location. (iii) The details of its books of accounts, documents and records, etc. and place where they are stored, in case, they are not available at the registered office. (ii) The details of its assets; which would include their location. (iii) The details of its books of accounts, documents and records, etc. and place where they are stored, in case, they are not available at the registered office. 15.8 A copy of this affidavit shall be supplied to the counsel for Laytons as well as the official liquidator. 15.9 The official liquidator will file a status report with this Court, before the next date of hearing. List on 01.08.2016.