Debt-based winding up petitions may proceed despite branch routing, stamp duty objections, or missing certificates where liability is not genuinely disputed.

A winding up petition based on debt was not defeated by the fact that the corporate guarantee was routed through a Hong Kong branch, because the bank remained the contracting promisee and branch routing did not negate privity. Alleged insufficiency of stamp duty on the guarantee was held not to bar reliance on it in winding up proceedings, which turned on the debt and the statutory presumption of inability to pay rather than proof of the instrument as in a suit. The absence of a contractual certificate also did not create a bona fide dispute where the guarantee, confirmations, facility acceptance, balance-sheet admission, and non-response to notice showed the liability was admitted in substance.

---

---

Issues: (i) whether the petitioner lacked privity of contract because the guarantee was executed through the Hong Kong branch of the bank; (ii) whether alleged insufficiency of stamp duty on the corporate guarantee barred reliance on it in the winding up petition; and (iii) whether absence of the contractual certificate and the material on record showed a bona fide dispute to the debt.

Issue (i): whether the petitioner lacked privity of contract because the guarantee was executed through the Hong Kong branch of the bank.

Analysis: The branch identity cases relied on were held to concern jurisdiction and situs of debt, not the existence of privity. The guarantee described the bank as the promisee, with the branch acting only as its agent. The fact that the transaction was routed through a branch did not confine contractual privity to the branch alone.

Conclusion: The contention of absence of privity was rejected and the guarantee was held to be in favour of the bank.

Issue (ii): whether alleged insufficiency of stamp duty on the corporate guarantee barred reliance on it in the winding up petition.

Analysis: The Court treated the company petition as one based on the debt and the statutory presumption of inability to pay, not as a suit enforcing the instrument in evidence. Any objection as to enforceability of the document in a different forum or State did not defeat the winding up jurisdiction when the underlying debt was otherwise shown.

Conclusion: The stamp duty objection was rejected as no defence to the petition.

Issue (iii): whether absence of the contractual certificate and the material on record showed a bona fide dispute to the debt.

Analysis: The certificate clause was treated as making the certificate conclusive evidence, not the exclusive mode of proof. The guarantee, later confirmations, acceptance of the amended facility, balance-sheet admission, and non-response to the statutory notice together established that the liability was not genuinely disputed and that the debt was due and payable.

Conclusion: The Court held that there was no bona fide defence to the debt and that the liability stood admitted in substance.

Final Conclusion: The company petition was admitted and directed to proceed by publication and returnable notice, with the respondent's objections overruled.

Ratio Decidendi: In a winding up petition based on a debt, objections as to branch identity, stamp admissibility, or absence of a contractual certificate will not defeat admission where the bank is the contracting promisee and the record shows no bona fide dispute to the liability.

---