2002 (8) TMI 585 - HC - Companies Law

Summary

Issues:
1. Winding-up petition under sections 433(e) and 434(1)(a) of the Companies Act, 1956.
2. Validity of statutory notice and response.
3. Connection between petitioner and other business entities.
4. Liability acknowledgment and common control among group companies.
5. Allegation of counterblast and unjust settlement.
6. Requirement of corroborated evidence for statement of accounts.
7. Bar of limitation on the debt claimed.

Analysis:
1. The petitioner filed a winding-up petition under sections 433(e) and 434(1)(a) of the Companies Act, 1956, seeking to wind up the respondent-company due to an alleged debt of Rs. 10,62,022.96 as of 31-8-1997. The debt comprised a principal sum and interest outstanding against advertising services provided by the petitioner to the respondent-company.

2. The statutory notice claiming the debt was duly replied to by the respondent, referencing a letter from the petitioner to a sister concern of the respondent, indicating a mutual agreement regarding deductions on bills beyond a certain date. The respondent highlighted the regular adjustments and claims made between the parties, challenging the petitioner's claim of no connection with other business entities.

3. The court observed a connection between the petitioner and other business entities based on documents submitted, indicating common control and management among group companies. The petitioner's attempt to extract liability acknowledgment from a memorandum was noted, along with the respondent's acknowledgment of liability towards certain entities.

4. The respondent argued that the winding-up petition was a counterblast to ongoing suits and an attempt to pressure into an unjust settlement. The court emphasized the need for corroborated evidence to prove the statement of accounts, citing legal precedent on charging liability based solely on book entries.

5. The respondent also contended that the claim was barred by limitation, with debts incurred in February 1994 and interest unilaterally charged by the petitioner. The court referred to legal precedent on limitation periods and personal liability under such circumstances, ultimately dismissing the winding-up petition due to a bona fide defense presented by the respondent.