2018 (3) TMI 717 - HC - Companies Law

Winding up petition - Held that - The entire controversy actually centres around the invoice of the petitioner that was raised. There are available before the court two invoices, one is for ₹ 22,94,953/- filed by the petitioner. The other one is for ₹ 15,75,062/- filed by the respondent. The amount of ₹ 15,52,427/- has already been paid to the petitioner. Keeping in view the above facts, it is not possible for this court to adjudicate this disputed question of fact that have been raised by the respondent. Thu it is not possible to allow this petition.

Summary

Issues:
Petition seeking winding up of respondent company under Sections 433(e), 434, and 439 of the Companies Act, 1956 based on outstanding payment dispute.

Detailed Analysis:

Issue 1: Outstanding Payment Dispute
The petitioner claimed that after quoting rates for shifting machinery, they invoiced the respondent for a total amount of ?22,94,953, out of which ?15,52,427 had been paid, leaving a balance of ?7,42,516. The respondent disputed this claim, stating that they had already paid ?15 lakhs based on their understanding of the invoice amount being ?15,75,062. The key contention revolved around conflicting invoices dated 16.12.2013, with the petitioner's invoice showing ?22,94,953 and the respondent's invoice showing ?15,75,062. The court noted the discrepancies in signatures, amounts, and other details between the two invoices, making it challenging to ascertain the accurate amount owed.

Issue 2: Legal Standpoint
Referring to legal precedents, the court highlighted the principles governing winding up petitions. Citing the case of Madhusudan Gordhandas & Co. vs. Madhu Wollen Industries Pvt. Ltd., the court emphasized that if a debt is bona fide disputed with a substantial defense, the court may not grant a winding up order. The court also referenced Mediquipsystems (P) Ltd. vs. Proxima Medical System GMBH, stating that a winding up order is discretionary and requires a determined sum of money payable immediately. Furthermore, the court cited Amalgamated Commercial Traders (P.) Ltd. vs. A.C.K. Krishnaswami, underscoring that a winding up petition should not be used to enforce a disputed debt.

Conclusion:
Given the factual controversy and legal principles, the court dismissed the petition, noting that the petitioner might benefit from Section 14 of the Limitation Act due to pursuing the remedy. The court acknowledged that the limitation period for filing a suit may have expired during the proceedings but held that the petitioner would be entitled to the mentioned benefit. Consequently, the petition for winding up and pending applications were dismissed based on the lack of clarity regarding the disputed amount and the legal standards governing such cases.