2012 (6) TMI 400

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..... wn attention of this Court to the respondent's E-mail dated 3rd January, 2012 wherein the respondent in its books of accounts has admitted that a sum of Rs. 31,52,563.42/- is due and payable to the petitioner. 3. However, a perusal of the reply to the statutory winding up notice reveals that the defence of the respondent is that the petitioner's holding company namely, M/s. Wacker Chemie, Germany is liable to pay monies in excess of Rs. 8 crores to the respondent. The relevant paragraphs of the reply are reproduced hereinbelow:- "5. Without prejudice to all other arguments available to our clients, we are instructed to stated that at no time have our clients ever admitted payments of any amounts to your client. In fact, to the contrary, i .....

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..... create its own independent customer network; (e)  Various defamatory and slanderous statements by Wacker to cause loss and damage to our client's goodwill and reputation resulting in serious business losses to our client; (f)  Default of payment by customer, strictly on account of Wacker's conduct resulting in further losses to our client; (g)  Losses suffered by our client in undertaking significant marketing and distribution expenses based on the promises made by Wacker. 10. In view of the above, we do not wish to address a parawise reply to your notices. Please be advised that our clients specifically deny that any sum, let alone the sums of Rs. 33,58,150/- or Rs. 31,52,563.42p. is either due or payable to your client. .....

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..... also well recognized by the Courts. In DHN Food Distributors Ltd. v. London Borough of Tower Hamlets [1976] 3 All ER 462, the Court held as under:- ".....We all know that in many respects a group of companies are treated together for the purpose of general accounts, balance sheet and profit and loss account. They are treated as one concern. Professor Gower in his book on company law says : 'there is evidence of a general tendency to ignore the separate legal entities of various companies within a group, and to look instead at the economic entity of the whole group'. This is especially the case when a parent company owns all the shares of the subsidiaries, so much so that it can control every movement of the subsidiaries. These subsidiaries .....

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