Winding-up petition maintainability upheld where amalgamated creditor enforces admitted debt despite parallel SARFAESI and arbitration proceedings.

An amalgamated company may enforce a transferor's debt and maintain a winding-up petition where the sanctioned merger scheme transfers all assets, rights, liabilities and obligations to it without further act or deed. Parallel proceedings under the SARFAESI Act or arbitration do not, by themselves, bar a winding-up petition, because those remedies operate in different fields and winding up is treated as a non-arbitrable matter within the High Court's jurisdiction. Where the debt is admitted and the company's financial condition shows inability to pay, the petition may be admitted unless the debt is bona fide disputed on substantial grounds or winding up would be otherwise unjustified.

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Issues: (i) Whether the petitioner, as amalgamated company, had locus to maintain the winding-up petition on the basis of the sanctioned scheme of amalgamation; (ii) Whether pendency of proceedings under the SARFAESI Act and arbitration-related proceedings barred or rendered the winding-up petition not maintainable; (iii) Whether the respondent's admitted indebtedness and financial condition justified admission of the company petition under Sections 433 and 434 of the Companies Act, 1956.

Issue (i): Whether the petitioner, as amalgamated company, had locus to maintain the winding-up petition on the basis of the sanctioned scheme of amalgamation.

Analysis: The scheme sanctioned by the Delhi High Court provided that all assets, rights, powers, liabilities and obligations of the transferor company stood transferred to and vested in the amalgamated company without further act or deed. On that basis, the petitioner stepped into the shoes of the transferor company and became entitled to enforce the debt which had earlier been advanced by the transferor company. The objection based on absence of privity of contract was therefore rejected.

Conclusion: The petitioner was held competent to maintain the winding-up petition.

Issue (ii): Whether pendency of proceedings under the SARFAESI Act and arbitration-related proceedings barred or rendered the winding-up petition not maintainable.

Analysis: The judgment held that the remedies under the Companies Act, the SARFAESI Act and the Arbitration and Conciliation Act operate in different fields. A winding-up petition is not a mere money-recovery action and cannot be rejected merely because the creditor has also invoked other statutory remedies. Section 35 of the SARFAESI Act was held not to create any inconsistency with Sections 433 and 434 of the Companies Act, 1956. The Court also held that a winding-up petition cannot be referred to arbitration, as winding up is within the exclusive jurisdiction of the High Court and is a non-arbitrable matter.

Conclusion: The pendency of SARFAESI and arbitration-related proceedings did not bar the company petition.

Issue (iii): Whether the respondent's admitted indebtedness and financial condition justified admission of the company petition under Sections 433 and 434 of the Companies Act, 1956.

Analysis: The Court applied the settled principles that winding up will be refused only where the debt is bona fide disputed on substantial grounds, or where the petition is a mere pressure tactic, or where winding up would not serve the interests of creditors and shareholders. On the facts, the debt was treated as admitted, the respondent's accumulated losses were substantial, and its revival appeared remote. The Court found that a prima facie case existed for inability to pay debts, though final winding up would depend on the subsequent consideration of stakeholders' objections.

Conclusion: The company petition was admitted and winding-up process was directed to commence.

Final Conclusion: The judgment affirms that an amalgamated creditor may pursue winding-up remedies for an admitted debt, and that concurrent invocation of SARFAESI or arbitration mechanisms does not by itself defeat such a petition where no bona fide dispute exists.

Ratio Decidendi: A winding-up petition for an admitted debt is maintainable despite parallel recovery or arbitration proceedings, and the Court will admit such a petition unless the debt is bona fide disputed on substantial grounds or winding up is otherwise unjustified.

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