Court Upholds Winding Up Decision for Unpaid Debts Under Corporate Guarantee

The court upheld the decision to wind up the respondent company for failing to pay debts under a Corporate Guarantee, totaling USD 5,215,281.86. Despite the respondent's defenses, including jurisdictional issues and lack of certification of the claim, the court found them insufficient. The order for winding up was finalized on appeal, holding the respondent liable for the debt. The court appointed an Official Liquidator to manage the company's assets promptly, with the respondent waiving service of the petition. Compliance was directed to the company's registered address.

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Issues:
Petition seeking winding up of respondent company for failure to pay debts; Invocation of Corporate Guarantee; Defenses raised by respondent; Finality of previous orders; Appointment of Liquidator.

Analysis:
The petitioner filed a petition seeking the winding up of the respondent company due to its inability to pay debts as they arise, with a claimed amount of USD 5,215,281.86 owed under a Corporate Guarantee provided by the respondent for a credit facility enjoyed by another company. The guarantee was invoked when the borrower defaulted, and despite statutory notices and court proceedings, the respondent failed to pay the outstanding amount. The respondent raised defenses related to the jurisdiction of the petitioner's branch, stamping of the guarantee, and lack of certification of the claim, but these defenses were deemed insufficient by the court. The order for winding up was challenged in appeal, but the appeal court upheld the decision, leading to the finality of the order. The respondent company was found liable to pay the guaranteed amount, leading to the court ordering the winding up of the company and appointing the Official Liquidator to take charge of the assets and properties of the respondent company without delay. The respondent company waived service of the petition, and the petitioner was directed to forward a copy of the order to the company's registered address for compliance.

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