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TMI Blog1978 (2) TMI 161X X X X Extracts X X X X X X X X Extracts X X X X ..... rishnan, Srimathi Meenakshi Ammal and Srimathi R. Sarada, as may be seen from exh. R-8. Subsequently, all the shares of the company were purchased by Shanmughavel, Ponniah and Velayutha Nadar on June 26, 1975. Alleging that the company is not able to repay the promissory note amount despite demands, this petition has been filed to wind up the company under the provisions of section 433(3) of the Indian Companies Act. This petition is resisted by the present directors of the Nellai Metal Rolling Mills P. Ltd., inter alia , on the ground that the promissory note has been created by Ramasubramaniam and Mahadevan in collusion with the petitioner, that no consideration has passed for the promissory note. that the amount was not borrowed by or ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... P. Ltd., prior to the purchase of its assets by Shanmugavel, Ponniah and Velayutha Nadar there is no entry about the receipt of the sum of Rs. 50,000 as loan on behalf of the Nellai Metal Rolling Mills P. Ltd. This amount has not been brought into the assets of the company and used for the benefit of the company. Before the transfer of the company to the aforesaid three persons, a trial balance-sheet (exh. R-2) has been given to them by the ex-directors including Ramasubramaniam and Mahadevan. In this trial balance-sheet also the debt payable under exh. P-1 has not been shown as a liability which the company had to discharge. The ex-directors have executed exh. R-9, an indemnity bond, stating that apart from the liability set out in the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... have been admitted. There is no substance in this contention. This notice was served on P.S.M. Mahadevan purporting to represent the company, after his shares were purchased by the present directors and after he had parted with his interest in the company. Therefore, the contention that the notice was served on the company represented by its ex-director is a preposterous contention. In any event, there is a bona fide dispute regarding the genuineness of the promissory note, exh. P-1, relied on by the petitioner and its binding nature on the company. The Supreme Court has laid down in Amalgamated Commercial Traders (P.) Ltd. v. Krishnaswami [1965] 35 Comp. Cas. 456 at 463 (SC) thus: "It is well settled that 'a winding-up petition i ..... X X X X Extracts X X X X X X X X Extracts X X X X
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