1979 (3) TMI 158 - HC - Companies Law

Summary

Issues Involved:
1. Application for stay of a winding-up petition.
2. Petitioning-creditor's claim of debt and interest.
3. Company's defense alleging debenture issuance.
4. Authenticity and validity of documents produced.
5. Financial solvency of the company.
6. Bona fide dispute and abuse of court process.

Detailed Analysis:

1. Application for Stay of a Winding-Up Petition:
The application for the stay of the winding-up petition was initially moved on February 14, 1979, and made returnable the next day. A conditional order for stay was granted on the deposit of Rs. 1,00,000 by the applicant-company, which was later reduced to Rs. 50,000 by the appeal court.

2. Petitioning-Creditor's Claim of Debt and Interest:
The petitioning-creditor claimed Rs. 2,46,500, comprising a principal sum of Rs. 1,70,000 allegedly lent to the company on May 15, 1976, and interest of Rs. 76,500 at 18% per annum. The creditor served a statutory notice on September 6, 1978, which the company allegedly evaded.

3. Company's Defense Alleging Debenture Issuance:
The company admitted receiving Rs. 1,70,000 but contended it was for 170 debentures of Rs. 1,000 each, not a loan. The company produced an application for debentures dated May 15, 1976, and a debenture register, which were directed to be kept in the court's custody. The petitioning-creditor denied receiving any debentures, asserting the application was forged.

4. Authenticity and Validity of Documents Produced:
The petitioning-creditor argued that the documents produced by the company were fabricated. The creditor had signed blank papers, allegedly converted into debenture applications without consent. The company's evasive replies to earlier demands were noted, suggesting the debenture defense was concocted for the winding-up petition.

5. Financial Solvency of the Company:
The company's balance sheet for 1977-78 was produced, indicating financial insolvency. The petitioning-creditor's counsel argued that the company was not conducting business but merely leasing out its factory, further evidencing insolvency.

6. Bona Fide Dispute and Abuse of Court Process:
The court found the company's defense to be mala fide, improbable, and inconsistent. The company's conduct lacked commercial morality and honesty. The court accepted the petitioning-creditor's version that the money was a loan, not a debenture investment. The company's failure to pay interest on the alleged debentures also indicated insolvency.

Conclusion:
The court concluded that the winding-up petition was not an abuse of the court process. The company's defense was deemed dishonest and not raised in good faith. The interim stay was vacated, the application was dismissed with costs, and the winding-up petition was directed to be advertised. The balance sheet and debenture documents were ordered to be kept in court custody.