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Issues: Application for winding up under sections 433(e) and (f) and 439 of the Companies Act, 1956 based on a disputed agreement for payment of dues.
Analysis: 1. The applicant sought winding up of the respondent-company under sections 433(e) and (f) and 439 of the Companies Act, 1956, based on an agreement dated 6-2-1994, where an amount of Rs. 2,03,330 was allegedly owed by the respondent-company. The applicant claimed a total amount of Rs. 7,89,575, including interest, which the respondent failed to repay despite notice. 2. The respondent-company contended that the agreement was not approved by its board of directors, rendering it non-binding. It argued that the balance-sheet acknowledgment did not constitute admission of liability, and an amount of Rs. 82,500 was already adjusted against past pressing work charges, fulfilling part of the alleged dues. 3. The court analyzed the agreement terms, noting that the pressing work charges were to be adjusted against the due amount. The respondent's assertion of adjusting Rs. 82,500 against past work was supported by the applicant's admission of partial payment. The court highlighted the need for oral evidence to resolve factual disputes, unsuitable for a summary procedure under section 433 of the Companies Act. 4. Emphasizing the requirement of a bona fide dispute for winding up, the court found the respondent's defense plausible, given the pending civil suit on the same matter. Citing a precedent, the court differentiated cases where acknowledgment of debt did not preclude winding up applications, unlike the present scenario where a genuine dispute existed. 5. Ultimately, the court dismissed the winding-up application at the admission stage, considering the likelihood of success for the respondent's defense and the ongoing civil suit. The court did not delve into detailed inquiries due to the genuine and probable nature of the respondent's defense, leading to the application's dismissal without costs.
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