2002 (4) TMI 879 - HC - Companies Law

Summary

Issues Involved:
1. Admissibility of the winding-up petition.
2. Bona fide dispute regarding the debt.
3. Alleged supply of adulterated products.
4. Counterclaims and overpayment by the company.
5. Procedural and evidentiary considerations.

Issue-wise Detailed Analysis:

1. Admissibility of the Winding-Up Petition:
The creditor filed a winding-up petition under sections 433, 434, and 439 of the Companies Act, 1956, against the company for failing to pay a debt of Rs. 2,89,646 plus interest. The learned Company Judge admitted the petition and granted the company liberty to pay the dues within a fortnight, failing which, the creditor could publish advertisements for winding up the company.

2. Bona Fide Dispute Regarding the Debt:
The company contested the winding-up petition, arguing that the creditor supplied adulterated and spurious products. The company had communicated this issue to the creditor through letters dated 27-8-1998 and 6-10-1998, which were allegedly not served on the creditor. The company also sent a registered letter dated 7-9-1998, which was not considered by the learned Company Judge due to the unavailability of the acknowledgment card. The appellate court found that the company had raised a bona fide dispute regarding the quality of the products supplied and that the company's defense was not an afterthought.

3. Alleged Supply of Adulterated Products:
The company claimed that the products supplied by the creditor were adulterated and spurious. The learned Company Judge rejected this claim based on a letter from the creditor dated 11-8-1998, which stated that once the products were taken away from the pump, the creditor would not be responsible for quality issues. However, the appellate court found that the disputed supplies were made to the company's tea garden and not from the pump, and thus, the company's claim about the quality of the products could not be dismissed outright.

4. Counterclaims and Overpayment by the Company:
The company argued that it had overpaid the creditor by Rs. 33,210.60, as per its audited accounts. The learned Company Judge dismissed this counterclaim as an afterthought. However, the appellate court found that the company had provided prima facie proof of overpayment and that the counterclaim was not baseless.

5. Procedural and Evidentiary Considerations:
The appellate court noted that the learned Company Judge had applied the wrong tests to ascertain whether the company's defense was bona fide. The company was only required to adduce prima facie proof, not irrefutable proof. The appellate court also found that the learned Company Judge had overlooked significant documents, such as the letter dated 5-10-1998, which the company claimed was fabricated by the creditor.

Conclusion:
The appellate court concluded that the learned Company Judge had erred in admitting the winding-up petition and that the company's defense was bona fide and substantial. The appellate court set aside the impugned order and allowed the appeal, noting that the creditor could pursue its remedies in a regular civil court. The Registrar was directed to release the bank guarantee furnished by the company.