Bona fide disputed compensation claim cannot sustain winding up; non-party Supreme Court orders and limitation also defeated recovery.

A winding up petition cannot be maintained on the basis of an unadjudicated claim for compensation that is bona fide disputed and therefore not a debt due. Supreme Court interim and final orders in separate liquor-control proceedings did not create an enforceable liability against a company that was not a party to those proceedings. The claim was also treated as time-barred on the petitioner's own version, and that further undermined enforceability. Winding up on the just and equitable ground was unavailable because no factual foundation was pleaded and the company was shown to be solvent, commercially viable, and profitable.

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Issues: (i) Whether the amount claimed by the petitioner was a debt due so as to sustain a winding up petition under Sections 433(e) and 434 of the Companies Act, 1956, or only a disputed claim for compensation. (ii) Whether the interim and final orders in the liquor-control litigation before the Supreme Court bound the respondent company, though it was not a party there. (iii) Whether the claim was barred by limitation. (iv) Whether winding up could be ordered on the just and equitable ground under Section 433(f) of the Companies Act, 1956.

Issue (i): Whether the amount claimed by the petitioner was a debt due so as to sustain a winding up petition under Sections 433(e) and 434 of the Companies Act, 1956, or only a disputed claim for compensation.

Analysis: The claim arose from the petitioner's assertion that it lost margin money because the respondent did not route its liquor sales through the petitioner. The claim was not adjudicated by any court or competent authority and depended on disputed questions, including the meaning of the Government communication fixing a maximum margin and the alleged trade practice as to who bears the margin. A winding up petition cannot be used to recover an unliquidated or bona fide disputed amount, and a claim for compensation does not become a debt until it is determined.

Conclusion: The claim was not a debt due and could not support winding up.

Issue (ii): Whether the interim and final orders in the liquor-control litigation before the Supreme Court bound the respondent company, though it was not a party there.

Analysis: The interim stay enabled all market participants to operate only because the regulatory regime was kept in abeyance, but the conditions attached to that order operated between the parties before the Supreme Court. The respondent was not a party to those proceedings, was not required to maintain accounts under that order, and could not be fastened with liability merely because it benefited from the stay. The final directions for payment of commission therefore did not create an enforceable liability against the respondent.

Conclusion: The Supreme Court orders did not bind the respondent company for the purpose of the petitioner's monetary claim.

Issue (iii): Whether the claim was barred by limitation.

Analysis: The claim related to transactions said to have arisen from 1989 onward, while the winding up petition was filed much later. On the petitioner's own showing, any suit for recovery would have been beyond the ordinary limitation period. A time-barred claim can be a valid defence in winding up proceedings when the alleged debt itself is not enforceable.

Conclusion: The claim was liable to be treated as time-barred.

Issue (iv): Whether winding up could be ordered on the just and equitable ground under Section 433(f) of the Companies Act, 1956.

Analysis: No factual foundation for the just and equitable ground was pleaded in the winding up petition. The respondent was solvent, commercially viable, and profitable, and mere non-payment of a disputed claim by itself did not justify winding up under the residuary equitable clause.

Conclusion: Winding up on the just and equitable ground was not warranted.

Final Conclusion: The petitioner's claim was bona fide disputed, unsupported as a debt due, and incapable of sustaining a winding up order; the appeals therefore failed.

Ratio Decidendi: A winding up petition for inability to pay debts cannot be maintained to enforce a claim for compensation or other amount that is bona fide disputed, unadjudicated, or time-barred, and interim or final orders binding only the parties to earlier proceedings do not create a recoverable debt against non-parties.

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