2017 (12) TMI 977 - HC - Companies Law

Winding up petition - respondent company is unable to pay its debt -Held that - Though the reply affidavit and the affidavit of the Chartered Accountant were later on filed after the statement was made before this Court to pay 9, 29, 500/- in installments to the petitioner however since there is a dispute raised based on the checking/ verification of the invoices by the Chartered Accountant and on calculation made by the Chartered Accountant of the respondent company for net outstanding amount payable of 6, 33, 500/- to the petitioner company instead of taking further action in the matter for giving advertisement of the petition and for winding up of the respondent company the petitioner could be permitted to withdraw 6, 33, 500/- deposited by the respondent company being the admitted amount due to be paid to the petitioner company and for the disputed amount the petitioner could be relegated to take appropriate remedy in law including filing of civil suit against the respondent company. In view of the above the petitioner is permitted to withdraw 6, 33, 500/- deposited by the respondent company with the Registry of this Court with interest if any accrued thereon. The Registry shall make payment of 6, 33, 500/- with interest if any accrued thereon to the petitioner within a period of TWO WEEKS from today. The petition with prayer for winding up is not accepted and stands dismissed with liberty to the petitioner to take appropriate remedy in law including filing of civil suit against the respondent company for recovery of the disputed amount.

Issues:
Petition seeking winding up of a company under Sections 433 & 434 of the Companies Act, 1956 due to unpaid debt of ?9,29,500 since 2015. Dispute arising over the outstanding dues payment. Respondent's contention based on Chartered Accountant's verification. Petitioner's claim for the full outstanding amount.

Analysis:
The petitioner filed a petition under Sections 433 & 434 of the Companies Act, 1956 seeking winding up of the respondent company due to unpaid debt of ?9,29,500 since 2015. During the proceedings, the respondent initially expressed willingness to pay the outstanding dues in installments but later disputed the amount. The respondent deposited ?6,33,500 with the Court, claiming it to be the admitted amount due. The respondent's Chartered Accountant contested the remaining amount based on invoice verification, leading to a dispute over the total outstanding sum. The petitioner argued that the respondent's change in stance from willingness to pay the full amount to disputing it through the Chartered Accountant's report warranted further legal action for winding up.

The petitioner contended that the respondent's reliance on the Chartered Accountant's report to backtrack from the commitment made in court to pay the full dues justified proceeding with the winding-up petition. The respondent, on the other hand, maintained that the dispute over the remaining amount was genuine, supported by the Chartered Accountant's verification. The Court noted that while the respondent had initially agreed to pay in installments, the subsequent dispute raised by the Chartered Accountant necessitated a reevaluation of the situation.

After considering the submissions, the Court found that the respondent had deposited the admitted amount of ?6,33,500 with the Court. The respondent's Chartered Accountant had conducted a thorough review of the invoices, highlighting discrepancies and contesting the remaining sum. Given the genuine dispute over the outstanding amount, the Court decided not to proceed with the winding-up petition. Instead, the petitioner was allowed to withdraw the deposited amount of ?6,33,500 with interest, if any accrued. The petitioner was granted liberty to pursue alternative legal remedies, such as filing a civil suit, for the disputed amount. The rights and contentions of both parties regarding the disputed sum were left open, and any interim relief was vacated.

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