Securitisation trustee standing and unsupported counter-claims do not defeat winding-up where inability to pay debts remains established.

A securitisation company acting as trustee for a trust created for security receipt holders was held to fall within the class of secured creditors and therefore had locus standi to maintain winding-up proceedings. A bare and unsupported counter-claim, based on damages and related heads, was not enough to resist an admitted debt. Objections founded on the rate of interest and the respondent-company's assets also failed, because a substantial liability remained unpaid and no legal basis was shown for the reduced rate or for treating assets as a substitute for payment. The petition was allowed and winding up ordered.

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Issues: (i) whether a securitisation company acting as trustee of a trust created for the benefit of security receipt holders had locus standi to maintain the winding-up petition; (ii) whether the respondent's asserted counter-claim could defeat the petition; (iii) whether the objections based on the rate of interest and the respondent's asset base prevented a winding-up order.

Issue (i): whether a securitisation company acting as trustee of a trust created for the benefit of security receipt holders had locus standi to maintain the winding-up petition.

Analysis: The statutory definition of "securitisation company" and "secured creditor" under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 recognised a company registered under the Companies Act, 1956 and also a securitisation company or reconstruction company managing a trust set up for securitisation or reconstruction. On that footing, the petitioner, being a company so registered and acting as trustee of the trust, fell within the class of secured creditors entitled to maintain proceedings.

Conclusion: The objection to locus standi failed and the petition was maintainable.

Issue (ii): whether the respondent's asserted counter-claim could defeat the petition.

Analysis: The alleged counter-claim was not supported by any cogent or plausible basis. It rested on claims for damages and related heads without material that could inspire confidence in its maintainability. A bare assertion of such a counter-claim did not create a real defence to the admitted debt.

Conclusion: The counter-claim was rejected as insufficient to resist winding up.

Issue (iii): whether the objections based on the rate of interest and the respondent's asset base prevented a winding-up order.

Analysis: Even on the respondent's alternative interest calculation, a substantial admitted liability remained outstanding. No legal provision was shown to support the reduced rate claimed by the respondent. The existence of land, workers, or other assets did not answer the inability to pay debts, particularly when there was no offer of payment, no meaningful instalment proposal, and prior BIFR references had failed.

Conclusion: The objections on interest and assets did not save the respondent from winding up.

Final Conclusion: The petition was allowed and the respondent-company was ordered to be wound up, with protective restraint continuing until the official liquidator took possession.

Ratio Decidendi: A securitisation company acting as trustee of a trust for security receipt holders is a secured creditor with locus standi to maintain winding-up proceedings, and an unsupported counter-claim or unresolved objections as to interest and assets do not defeat an otherwise established inability to pay debts.

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