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10 Clause 7.5 of Master Services Agreement captioned 'Assignment' reads as follows :

                                          “7.5.Assignment.    This    Agreement     and    the
                              performance    contemplated    hereunder    are   personal    to

Contractor and Contractor shall not have the right or ability to subcontract, delegate, assign or otherwise transfer any rights or obligations under this Agreement without the prior written consent of Megasoft Ltd. Any attempt to do otherwise shall be void and of no effect. Megasoft Ltd. may transfer this http://www.judis.nic.in Agreement un-amended, without the consent of Contractor. This Agreement will be binding upon, and inure to the benefit of the successors, representatives and permitted assigns of the parties.” 11 It was also argued on behalf of Megasoft that the expression 'a creditor, by assignment or otherwise' occurring in section 434(1) of the said Act means that Infogix should either be a creditor or an assignee. Infogix being neither a creditor nor a assignee qua Megasoft cannot maintain the main company petition for winding up is the argument on which instant application is predicated. According to learned counsel for Megasoft, Agilis is still alive as an entity even post stock purchase agreement and therefore, when Agilis is still alive, Infogix cannot maintain the instant company petition.

12 I now proceed to examine the aforesaid three arguments / points raised on behalf of Megasoft. A close perusal of Clause 7.5 of the Master Services Agreement reveals that Agilis does not have the right or ability to subcontract, delegate, assign or otherwise transfer without prior written consent of Megasoft, but what Agilis does not have is the right or ability to subcontract, delegate, assign or otherwise transfer 'this agreement and the performance contemplated hereunder' as it has been so covenanted and it has been articulated to be personal to Agilis. Though merely incidental and not directly impacting instant application, to be noted, there is no complete bar in this regard and it merely says that such assignment, transfer can be done but with the prior written consent of Megasoft. In the instant http://www.judis.nic.in case, there is no dispute or disagreement that the main company petition was presented in this Court on 15.7.2016 after termination of the master services agreement on 15.1.2016. This takes us to the covenant captioned 'Term and Termination' in the Master Services Agreement and the relevant clause is 4.4 captioned 'Effects of Termination'. A perusal of effects of termination adumbrated therein reveals that it has been covenanted that upon expiration or termination of master services agreement, all obligations of parties shall cease with the exception of obligations that accrued prior to the effective date of termination which shall survive and Agilis shall deliver all deliverables of Megasoft, besides, Agilis being under obligation to destroy all originals and copies belonging to Megasoft if so directed by Megasoft. After such termination on 15.1.2016, statutory notice inter-alia under Section 434(1) of the said Act was issued on 31.3.2016 followed by another demand on 17.6.2016. This position is admitted by Megasoft in the application filed in support of the instant application. Relevant portion is contained in paragraph 3 and the same reads as follows :