2000 (1) TMI 907 - HC - Companies Law

Summary

Issues Involved:
1. Whether the respondent-company, Sharat Industries Ltd., should be wound up under sections 433(e), (f), and 439 of the Companies Act, 1956.
2. Whether the petitioner-company's claim of Rs. 100 lakhs against the respondent-company is valid.
3. Whether the cheques issued by the respondent-company were dishonored due to insufficient funds.
4. Whether there was a bona fide dispute regarding the debt claimed by the petitioner-company.
5. Whether the petitioner-company suppressed material facts in its petition.
6. Whether the petitioner-company approached the court with unclean hands.
7. Whether the dispute should be resolved by the civil court rather than through winding up proceedings.

Detailed Analysis:

1. Winding Up of Respondent-Company:
The petitioner-company filed for winding up of the respondent-company under sections 433(e), (f), and 439 of the Companies Act, 1956, due to the alleged inability of the respondent-company to pay its debts. The respondent-company opposed the petition, arguing that the petitioner suppressed material facts and that there was a bona fide dispute regarding the debt.

2. Validity of Petitioner-Company's Claim:
The petitioner alleged that the respondent-company owed it Rs. 100 lakhs with interest at 18% per annum from 18-8-1995, totaling Rs. 1,64,09,720. The claim was based on the completion of civil works for a shrimp project and the subsequent issuance of 13 post-dated cheques by the respondent-company, which were dishonored. The respondent-company disputed this claim, arguing that the petitioner failed to complete the work as per the agreed schedule and that the minutes of the meeting dated 18-8-1995, which acknowledged the debt, were fabricated.

3. Dishonored Cheques:
The petitioner presented 13 cheques issued by the respondent-company, all of which were returned with the endorsement "insufficient funds." The petitioner served legal notices under section 138 of the Negotiable Instruments Act, 1881, but the respondent-company did not comply with the demand. The respondent-company argued that the cheques were issued conditionally and were not to be presented until further instructions, which the petitioner ignored.

4. Bona Fide Dispute:
The court noted that there was a bona fide dispute between the parties, as the respondent-company had filed a suit for damages amounting to Rs. 2,10,29,178 against the petitioner-company, alleging sub-standard construction and incomplete work. The court emphasized that a bona fide dispute implies the existence of a substantial ground for the dispute raised, and the respondent-company had provided prima facie proof of facts supporting its defense.

5. Suppression of Material Facts:
The respondent-company argued that the petitioner suppressed the fact of the respondent's earlier suit (O.S. No. 21 of 1998) for damages. The court found that the petitioner did not disclose this suit in its petition, which was a material fact. The court held that the petitioner approached the court with unclean hands by suppressing material facts.

6. Petitioner's Approach with Unclean Hands:
The court observed that the petitioner-company did not mention the issuance of three cheques for Rs. 75 lakhs, which were replaced by 13 cheques for Rs. 100 lakhs. The petitioner-company's explanation for this replacement raised suspicion, and the court concluded that the petitioner did not approach the court with true facts and clean hands.

7. Resolution by Civil Court:
The court concluded that the dispute between the parties involved serious issues regarding the quality of workmanship, damages suffered, and the amount due, which should be resolved in a civil court. The court emphasized that proper evidence should be led after framing specific issues based on the pleadings. The court relegated the petitioner to the civil court to establish its claim, stating that an order for winding up could be considered only after obtaining a decree in the civil suit.

Conclusion:
The court dismissed the company petition, finding no merits in the petitioner's claims. The court held that the disputes should be resolved in the civil court, where both parties could present their defenses in detail. The court also noted that the petitioner-company approached the court with unclean hands by suppressing material facts. Consequently, the petition for winding up was dismissed without any order as to costs.