2007 (10) TMI 400 - HC - Companies Law

Winding up - Circumstances in which a company may be wound up - Held that - The last payment was made by the company on 30-8-2002/3-8-2002/21-6-2002 . The petition was filed on 5-10-2004/7-10-2004/7-10-2004 and the company has not been able to dispute the outstanding amount of ₹ 2,70,277/Rs. 3,52,373/ ₹ 3,96,771 by showing that any payments in addition to those recorded in the statutory notice had been made by the company. Accordingly, C.P. No. 486/495 /496 of 2004 is admitted for the principal sum of ₹ 2,70,277/Rs. 3,52,373/Rs. 3,96,771 together with interest thereon at eight per cent per annum from 31-5-2002/4-8-2002/22-6-2002 (the day following the last date of payment). If the company makes payment of such sum inclusive of interest within eight weeks from date, Company Petition No. 486/495/496 of 2004 will remain permanently stayed. In default, the petition will be advertised once in The Statesman and once in Aajkal. The publication in the Official Gazette will stand dispensed with. The advertisements should indicate that the matter would be returnable on the next available court day four weeks after the date of publication.

Summary

Issues:
- Amendment of cause titles in winding-up petitions
- Maintainability of petitions post-amendment
- Applicability of laws of limitation to the claims
- Vagueness and substantiation of claims

Amendment of Cause Titles in Winding-Up Petitions:
The petitioner sought winding up of three companies due to their inability to pay debts. The petitions were initially filed in the name of a proprietorship concern but faced objections post the proprietor's demise. Applications for amending the cause titles were allowed, despite company opposition, on the grounds of misdescription. The companies contended that the claims would be barred by limitation, demanding a succession certificate for amendments. However, the court permitted amendments while carrying over objections to the hearing stage.

Maintainability of Petitions Post-Amendment:
The companies argued that the petitions were not maintainable post-amendment, citing laws of limitation. They relied on legal precedents to support their stance, emphasizing the date of amendment as the filing date. The petitioner, on the other hand, cited judgments highlighting procedural irregularities as opposed to substantive defects, asserting the maintainability of the petitions despite objections.

Applicability of Laws of Limitation to the Claims:
The companies raised concerns about the vagueness and limitation of the claims, alleging unsubstantiated amounts and potential time-barred elements. However, the petitioner provided evidence such as excise passes and delivery documents to support the claims. The court clarified that the amendments related back to the date of petition institution, not the amendment date, dismissing limitation arguments based on the last payment dates.

Vagueness and Substantiation of Claims:
The companies questioned the clarity and substantiation of the claims, suggesting limitations and lack of payment evidence. In response, the petitioner presented excise passes and delivery documents to validate the claims, emphasizing the running account nature of transactions. The court upheld the claims, considering the evidence provided and the absence of substantial disputes between the parties.

In conclusion, the court admitted the petitions for the principal sums along with interest, granting stays subject to timely payments by the companies. The judgment clarified the procedural aspects, dismissed limitation concerns, and validated the claims based on the evidence presented, ensuring a fair resolution in the winding-up proceedings.