Winding-up petitions may proceed despite branch-identity, stamp-duty, and documentary objections where indebtedness is otherwise established.

In winding-up proceedings based on a statutory demand, collateral objections did not displace the creditor's case where indebtedness was otherwise established. The plea that the corporate guarantee was executed through the bank's Hong Kong branch, and thus lacked privity with the Mumbai office, was held untenable on the document's terms. The alleged insufficiency of stamp duty did not bar reliance on the guarantee in the company petition, since the court was concerned with inability to pay debts rather than enforcement of the instrument itself. Absence of the contractual certificate was not ative because liability was supported by acknowledgments, balance-sheet disclosure, and quantified dues, and the winding-up order was upheld.

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Issues: (i) whether the defence that the corporate guarantee was executed through the Hong Kong branch of the bank and therefore there was no privity of contract with the bank at Mumbai could defeat the winding-up petition; (ii) whether alleged insufficiency of stamp duty on the corporate guarantee barred reliance on it in winding-up proceedings; and (iii) whether absence of the contractual certificate and other documentary objections displaced the creditor's case of indebtedness and inability to pay.

Issue (i): whether the defence that the corporate guarantee was executed through the Hong Kong branch of the bank and therefore there was no privity of contract with the bank at Mumbai could defeat the winding-up petition.

Analysis: The guarantee document itself described the bank as having its registered office at Vadodara and corporate office at Mumbai while acting through its Hong Kong branch. The objection was treated as a jurisdictional or branch-identity argument, but the agreement was not shown to be a contract with a separate entity so as to negate the bank's claim. On the facts, the plea of absence of privity was untenable.

Conclusion: The objection failed and the defence did not assist the appellant.

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

Analysis: The guarantee was executed in Gujarat and stamped in accordance with the applicable stamp law there. Even assuming a separate objection could arise in a suit on the instrument, the winding-up court was concerned with whether the company was unable to pay its debts under the deeming provision and was not called upon to enforce the instrument as such. The stamp-duty objection was therefore not material in the company petition.

Conclusion: The objection failed and did not preclude consideration of the winding-up petition.

Issue (iii): whether absence of the contractual certificate and other documentary objections displaced the creditor's case of indebtedness and inability to pay.

Analysis: The contractual certificate was only one mode of proof and not the sole means of establishing the debt. The appellant had repeatedly acknowledged the guarantee, accepted the facility arrangements, and reflected the liability in its balance sheet as a contingent liability. The record also showed continuing admissions and quantification of dues, which supported the creditor's case that the debt was due and unpaid after statutory demand.

Conclusion: The creditor's claim was sufficiently proved for winding-up purposes and the appellant's challenge failed.

Final Conclusion: The Court found no ground to interfere with the company court's decision and upheld the winding-up order, leaving the appellant free to raise its defences in any separate recovery action.

Ratio Decidendi: In winding-up proceedings founded on a statutory demand, the court is concerned with the company's inability to pay an admitted debt, and collateral objections as to branch identity, stamp sufficiency, or contractual modes of proof will not defeat the petition where indebtedness is otherwise established.

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