1995 (7) TMI 351 - HC - Companies Law

Summary

Issues Involved:
1. Compulsory winding up of Business Forms Ltd.
2. Outstanding dues and acknowledgment of debt.
3. Dispute over the validity of bills and payments.
4. Claim for interest and sales tax declaration forms.
5. Allegation of fabricated documents and unauthorized signatory.

Detailed Analysis:

1. Compulsory Winding Up of Business Forms Ltd.:
This application was made by Ashoka Agencies for the compulsory winding up of Business Forms Ltd. The petitioner claimed that a total sum of Rs. 24,32,416.01 remained due and payable by the company as of March 31, 1992. The company acknowledged and admitted its liability in a communication dated September 21, 1992, promising to make the payment. Subsequent supplies and payments were made, but a balance of Rs. 17,38,647.95 remained unpaid.

2. Outstanding Dues and Acknowledgment of Debt:
The petitioner argued that the company had accepted and acknowledged the debt of Rs. 24,32,416.01 as of March 31, 1992, through a letter dated September 21, 1992. The company disputed this, claiming the letter was fabricated and that no such acknowledgment was made. The court found the acknowledgment valid, interpreting the language "payable by us" as a promise to pay.

3. Dispute Over the Validity of Bills and Payments:
The company contested the validity of the bills raised by the petitioner, stating they bore no nexus to the transactions. The petitioner provided detailed invoices and evidence of acceptance by the company. The court noted that the company had made payments and accepted supplies without objection, thus validating the petitioner's claims. The court also highlighted that the company did not provide evidence to support their claims of fabricated documents.

4. Claim for Interest and Sales Tax Declaration Forms:
The petitioner claimed interest at 24% per annum and additional amounts due to the non-supply of sales tax declaration forms. The court did not find any written agreement for the interest rate claimed by the petitioner and allowed interest at 12% per annum. The court directed the company to supply the sales tax declaration forms within one month or pay an additional sum of Rs. 1,20,934.

5. Allegation of Fabricated Documents and Unauthorized Signatory:
The company alleged that the acknowledgment letter dated September 21, 1992, was fabricated and signed by an unauthorized person. The petitioner countered this by showing that the signatory, Mr. Pravesh Kumar, was the business manager and authorized signatory at the relevant time. The court accepted the petitioner's evidence and rejected the company's allegations.

Conclusion:
The court concluded that the company had no bona fide defense to the petitioner's claim for the principal amount. The petition for winding up was admitted, with directions for advertisement and conditions for staying the winding-up proceedings if the company made the required payments and supplied the sales tax declaration forms within the specified period. The petition was allowed, and the company was directed to act on a signed copy of the dictated order.