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Issues Involved:
1. Winding-up petition under Sections 433 and 434 of the Companies Act, 1956. 2. Alleged debt and interest owed by the respondent company. 3. Defence of limitation. 4. Acknowledgement of liability and its impact on limitation. 5. Issuance of Forms "C" under the Central Sales Tax Act and its relevance to limitation. 6. Implied promise to pay and its legal consequences. Detailed Analysis: 1. Winding-up Petition: The petitioner sought the winding-up of the respondent company under Sections 433 and 434 of the Companies Act, 1956, claiming an outstanding debt of Rs. 13,19,833.48 with interest. 2. Alleged Debt: The petitioner, a sole proprietor of M/s. Kandhan Electricals & Engineers, supplied goods to the respondent company based on 58 invoices issued between 9-4-2001 and 3-11-2001. The respondent acknowledged a liability of Rs. 6,61,540.27 through letters dated 5-11-2001, 22-11-2001, and 19-4-2002, promising to clear the dues. 3. Defence of Limitation: The respondent's primary defence was that the claims were barred by limitation since the petition was filed on 9-8-2005, more than three years after the last acknowledgment on 19-4-2002. 4. Acknowledgement of Liability: The court examined whether the respondent's letters and subsequent actions constituted an acknowledgment of liability that would save the limitation period under Section 18 of the Limitation Act. The court concluded that the letters did not save the bar of limitation as they were issued more than three years before the petition was filed. 5. Issuance of Forms "C": The court considered whether the issuance of Forms "C" under the Central Sales Tax Act constituted an acknowledgment of liability under Section 18 of the Limitation Act. It was concluded that the execution or issuance of a Form "C" does not save the bar of limitation. The form merely indicates the existence of a jural relationship at some point but does not acknowledge a present subsisting liability. 6. Implied Promise to Pay: The court found that paragraphs 3 and 5 of the respondent's letter dated 9-6-2005 constituted an implied promise to pay the amount found due upon reconciliation of accounts. This implied promise was deemed sufficient to save the claim under Section 25(3) of the Indian Contract Act, 1872, which allows for the enforcement of a time-barred debt if there is a written promise to pay. Conclusion: The court concluded that the respondent's letter dated 9-6-2005 contained an implied promise to pay the petitioner the amounts found due upon reconciliation of accounts, thus saving the claim from being barred by limitation. The court ordered the respondent to pay Rs. 9,00,000 within twelve weeks, failing which the petition would be admitted and advertised as per the court's directions. Interest was awarded at 9% per annum instead of the 20% claimed by the petitioner.
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