Foreign judgment enforceability and commercial insolvency can support winding up where jurisdiction and merits are established.

An English judgment was treated as conclusive for enforcement because the parties had agreed to English jurisdiction and the judgment was reasoned and based on evidence, even though the respondent did not appear. A creditor may rely on such a foreign decree in winding up proceedings, and the company's failure to answer statutory notice, together with uncontroverted material showing substantial liabilities, erosion of net worth, and financial incapacity, supported a finding of commercial insolvency. The petition was therefore maintainable and the company was regarded as unable to pay its debts.

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Issues: (i) Whether the English judgment could be relied upon as a conclusive foreign judgment under section 13 of the Code of Civil Procedure, 1908. (ii) Whether a winding up petition was maintainable and whether the company was unable to pay its debts within the meaning of the Companies Act, 1956.

Issue (i): Whether the English judgment could be relied upon as a conclusive foreign judgment under section 13 of the Code of Civil Procedure, 1908.

Analysis: The indemnity expressly provided for submission to the jurisdiction of the High Court of England. The earlier dismissal of a claim against the bank on the ground of forgery did not negate the English court's jurisdiction against the respondent, since the respondent's liability was joint and several and independent. The English judgment was also held to be on merits because it was supported by evidence and a reasoned decision, notwithstanding the respondent's non-appearance.

Conclusion: The foreign judgment satisfied the requirements of section 13 and could be acted upon.

Issue (ii): Whether a winding up petition was maintainable and whether the company was unable to pay its debts within the meaning of the Companies Act, 1956.

Analysis: A creditor may invoke winding up jurisdiction on the basis of a foreign decree or judgment. The statutory notice under sections 433 and 434 remained unanswered, and the uncontroverted pleadings and material placed on record showed substantial liabilities, erosion of net worth, and financial incapacity. The court found that the deeming conditions under section 434 were independently met and that the company was commercially insolvent.

Conclusion: The winding up petition was maintainable and the company was found unable to pay its debts.

Final Conclusion: The petition was admitted, advertisement was directed, and a provisional liquidator was appointed, reflecting acceptance of the petitioner's claim and the company's commercial insolvency.

Ratio Decidendi: A foreign judgment is enforceable for winding up purposes where the foreign court had jurisdiction under the parties' agreement and the judgment was rendered on merits, and a company's inability to pay debts may be established on the basis of such a judgment together with uncontroverted material showing commercial insolvency.

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