2004 (6) TMI 325 - HC - Companies Law

Dismissal of Company Winding-Up Petition due to Lack of Clear Evidence

Aventis Cropscience India Ltd. Versus Nilgiris Fertilizers Ltd.

Aventis Cropscience India Ltd. Versus Nilgiris Fertilizers Ltd. - [2004] 55 SCL 411 (MAD.) Issues:1. Whether the respondent company is unable to pay its debts or notRs.2. Whether the respondent company is liable to be ordered to be wound up or notRs.Analysis:1. The petitioner, a public limited company, filed a petition for winding up the respondent, a private limited company, under the Companies Act, 1956, citing unpaid debts amounting to Rs. 14,87,457.37 for goods supplied. The respondent claimed to have made a payment of Rs. 25 lakhs in April 1999 towards the outstanding balance. The petitioner alleged unilateral appropriation of funds by the respondent and failure to supply goods, resulting in losses. The respondent contended that the adjustment of funds was unauthorized and that they were not liable for the claimed amount, asserting the petitioner owed them Rs. 8,75,433.84.2. The Court considered the provisions of section 433 of the Companies Act, allowing winding up if a company is unable to pay its debts. It noted the cheque issued by the respondent for Rs. 25,00,000, which was encashed by the petitioner. The respondent argued that the surplus amount was paid for future supplies, while the petitioner claimed it was adjusted towards a debt owed by a sister concern. The Court emphasized that a debt must be a determined sum payable immediately, and any amount payable to a sister concern cannot be considered a debt owed to the petitioner company.3. The Court highlighted that the respondent had requested the petitioner to credit the entire sum of Rs. 25,00,000 in their account and had returned a receipt issued by the sister concern for a portion of the amount. The petitioner's argument that the respondent did not reply to statutory notices and sought time for settlement was deemed insufficient to establish the respondent's inability to pay its debts. The Court stressed that the petitioner must establish a clear and unimpeachable claim, and unless the debt alleged is clear and free from doubt, a winding-up order should not be made.4. The Court dismissed the Company petition for winding up, emphasizing that the petitioner failed to prove the respondent's inability to pay its debts conclusively. It rejected the argument that a prima facie case had been made out during earlier proceedings, stating that the case had not proceeded with sufficient proof to establish the debt claimed by the petitioner. The Court concluded that the respondent's excess payment and other aspects were not brought to its attention during the earlier stages, leading to the dismissal of the winding-up petition.