1998 (3) TMI 603 - HC - Companies Law

Summary

Issues:
Petition for winding up under sections 433, 434, and 439 of the Companies Act, 1956 based on unpaid dues for milk supplies by the respondent company.

Detailed Analysis:

Issue 1: Unpaid Dues and Petition for Winding Up
The petitioner, a partnership concern, filed a petition seeking winding up of the respondent company, Roadmaster Foods Ltd., under sections 433, 434, and 439 of the Companies Act, 1956. The petitioner claimed that the respondent company owed a significant amount for chilled milk supplies made between September 1995 and 1996, resulting in a confirmed debit balance of Rs. 20,65,930. Despite various demands and reconciliations, a substantial amount of Rs. 2,01,373.70 remained unpaid, leading to the petitioner serving a notice under section 434 of the Act. The respondent company failed to clear the dues, prompting the petition for winding up.

Issue 2: Respondent's Defense and Dispute
The respondent company contended that there were short supplies by the petitioner, leading to losses and the issuance of a debit note. While admitting a due amount of Rs. 30,527, the respondent failed to pay the same promptly. Both parties agreed on the supplies made and payments received, with the dispute revolving around the unpaid balance. The respondent's defense of issuing a debit note was challenged by the petitioner's assertion of a confirmed liability, supported by statements signed by the Deputy General Manager, Finance, of the respondent company.

Issue 3: Lack of Substantiated Defense by Respondent
The court scrutinized the respondent's defense and found it lacking in bona fides and substance. Despite the absence of any produced agreement or document supporting the alleged breach by the petitioner, the respondent failed to substantiate its claims adequately. The court emphasized that a genuine and substantive defense is essential to contest a winding-up petition, citing established legal principles requiring a defense to be in good faith, likely to succeed in law, and supported by prima facie proof.

Conclusion
Concluding the analysis, the court held that the respondent company intentionally avoided clearing its admitted liability, indicating a lack of bona fides. Consequently, the court admitted the petition for winding up the company, directing the publication of the notice of admission and granting the respondent a 14-day notice before the next hearing date. The judgment underscores the importance of a genuine and substantiated defense in opposing winding-up petitions under the Companies Act, 1956.