1998 (10) TMI 395 - HC - Companies Law

Issues Involved:
1. Whether the petitioner creditor is owed an ascertained sum of money by the respondent company.
2. Whether the said debt is within limitation.
3. Whether the defence of the respondent company is valid or bona fide or merely a moonshine.

Detailed Analysis:

Issue 1: Whether the petitioner creditor is owed an ascertained sum of money by the respondent company.
The petitioner, Conart Engineers Ltd., claimed that the respondent, Laffans Petrochemicals Ltd., owed them Rs. 92,866 for construction work at the respondent's factory. The petitioner had completed the work and submitted bills, which were allegedly certified by the respondent's General Manager (Operations). Despite repeated requests and a statutory notice dated 20-1-1997, the respondent failed to pay the outstanding amount. The respondent, however, disputed this claim, stating that no amount was outstanding as per their books and that they had made all payments duly certified by their architect. The respondent also mentioned a final payment of Rs. 25,000 made in October 1996.

Issue 2: Whether the said debt is within limitation.
The petitioner served a statutory notice on 20-1-1997, and the petition was filed in July 1997. The respondent did not provide a timely reply to the statutory notice, leading to the filing of the winding-up petition. The petitioner argued that the respondent's failure to reply to the statutory notice indicated an after-thought defence. The respondent claimed to have replied via a letter dated 14-3-1997, but failed to produce a copy or acknowledgment of this letter.

Issue 3: Whether the defence of the respondent company is valid or bona fide or merely a moonshine.
The court examined the nature of the respective cases and the conduct of the parties. The respondent's claim of a final payment in October 1996 was inconsistent with a fax message dated 22-7-1997, in which the respondent requested duplicate certified copies of the invoices to settle the outstanding payment. This inconsistency suggested that the respondent's defence might not be bona fide. However, the petitioner failed to produce certified copies of the bills or the original bills at the hearing, which weakened their position.

Court's Findings:
1. Summary Inquiry: The court held a summary inquiry to determine if the petitioner made a prima facie case that the respondent owed a determinate sum of money. The court noted that the petitioner did not produce certified bills, and the respondent's inconsistent pleas raised doubts about the bona fides of their defence.

2. Bona Fide Defence: The court found it challenging to conclusively determine whether the respondent's defence was bona fide due to the inconsistent statements and lack of documentary evidence from both parties. The court noted that the respondent's defence appeared to be an after-thought and potentially a mere cloak to cover up their refusal to pay.

3. Order: The court ordered the respondent to deposit 50% of the claimed amount (Rs. 44,000) within one month. If the respondent complied, the petition would be dismissed, and the petitioner could pursue a civil suit. If the respondent failed to deposit the amount, the petition would be admitted and placed for advertisement.

Conclusion:
The court's decision was based on a detailed examination of the pleadings and evidence. The respondent's inconsistent defence and the petitioner's failure to produce crucial documents led to a conditional order requiring the respondent to deposit part of the claimed amount. This approach balanced the interests of both parties and provided a pathway for further legal action if necessary.

← Previous Next →