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Issues Involved:
1. Contractual obligations and supply of goods. 2. Outstanding payment and demand for dues. 3. Alleged sub-standard quality of supplied goods. 4. Dispute regarding deferred payment agreement. 5. Legal proceedings for winding up due to inability to pay debts. 6. Admissibility of disputed letters and evidence. 7. Financial status and willingness to settle undisputed amounts. 8. Court's decision on winding up petition and subsequent appeal. Issue-wise Detailed Analysis: 1. Contractual Obligations and Supply of Goods: Mahalakshmi Sugar Mills Co. Ltd. (Mahalakshmi) entered into a contract with Straw Board Manufacturing Company Limited (Straw Board) for the supply of 100 trucks of bagasse at Rs. 24 per quintal. Straw Board paid an advance of Rs. 20,000. Mahalakshmi supplied the agreed quantity and continued supplying beyond 100 trucks on the same terms. 2. Outstanding Payment and Demand for Dues: Mahalakshmi sent a statement of accounts to Straw Board on July 23/24, 1987, demanding Rs. 3,95,521.36. Despite repeated demands, including letters dated July 28, 1987, and August 11, 1987, Straw Board did not make the payment. On August 29, 1987, Straw Board acknowledged the debt but delayed payment. Partial payments amounting to Rs. 48,852.40 were made from September 9, 1987, to November 17, 1987. Mahalakshmi issued a notice under section 434 of the Companies Act on December 8, 1987, demanding Rs. 3,41,627.51 with 18% interest. 3. Alleged Sub-standard Quality of Supplied Goods: Straw Board claimed that the additional bagasse supplied was decomposed and not usable. They attached letters dated February 27, 1987, April 11, 1987, September 6, 1987, July 9, 1987, August 18, 1987, and November 5, 1987, alleging the sub-standard quality. However, Mahalakshmi denied receiving these letters and labeled them as fabrications. 4. Dispute Regarding Deferred Payment Agreement: Straw Board contended that they agreed to accept extra supplies on the condition that payment would be deferred for 2 to 3 years. Mahalakshmi refuted this claim, stating that there was no such agreement and payments were made without any mention of deferred terms. 5. Legal Proceedings for Winding Up Due to Inability to Pay Debts: Mahalakshmi filed a winding-up petition under sections 433 and 439 of the Companies Act, 1956, on the grounds that Straw Board was unable to pay its debts. Straw Board's defense was that there was a genuine dispute regarding the quality of goods and payment terms, and thus, the winding-up petition was not justified. 6. Admissibility of Disputed Letters and Evidence: The company judge found that Straw Board had not disputed the accounts before the notice under section 434 and the letters alleging sub-standard quality were not received by Mahalakshmi. The judge concluded that Straw Board's defense was not bona fide and appeared to be an afterthought. 7. Financial Status and Willingness to Settle Undisputed Amounts: During the appeal, Straw Board offered to pay Rs. 1,44,413.16 as the admitted outstanding liability and to provide a bank guarantee for the disputed amount. They argued that this demonstrated their financial stability and willingness to pay, negating the need for winding up. 8. Court's Decision on Winding Up Petition and Subsequent Appeal: The company judge directed Straw Board to pay Rs. 3,37,167.56 within one month, failing which the winding-up petition would be advertised. Straw Board appealed, but the appellate court upheld the company judge's decision, dismissing the appeal and the miscellaneous application. The appellate court directed that if the balance amount with interest was not paid within one month, the winding-up petition would be advertised. Conclusion: The court found no merit in Straw Board's appeal, affirming that the defense was an afterthought and the company was liable to pay the outstanding amount. The order for winding up was upheld unless the specified payment was made within the stipulated time.
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