Belated debit notes cannot defeat admitted commercial liability when warranty terms and timely objection are absent.

Belated debit notes cannot, by themselves, displace an otherwise admitted commercial liability when the underlying purchase orders, supplies, invoices and part-payments are undisputed. The text states that the buyer's objection was raised nearly two and a half years after supply, did not fit the contractual warranty clause, and lacked particulars or timely protest. It also notes that under Sections 41, 42 and 63 of the Sale of Goods Act, 1930, inspection and objection must be made within a reasonable time, which is a fact-sensitive inquiry. On these facts, the debit notes were treated as sham and the debt remained due and payable, so the impugned order was sustained.

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Issues: Whether the impugned order admitting the winding up petition could be interfered with on the basis of the appellant's defence of short supply and belated debit notes.

Analysis: The purchase orders, supplies, invoices and part-payments were not in dispute. The defence rested on debit notes raised nearly two and a half years after the supplies, purportedly under a warranty clause. The warranty clause covered manufacturing defect, bad workmanship or quality, and not short supply. The debit notes were found to be bare round figures without particulars of the alleged deficiency and without any prompt correspondence or objection. In commercial transactions, debit notes may evidence adjustment of accounts, but when raised after substantial delay they must be scrutinised with care. Under Sections 41 and 42 of the Sale of Goods Act, 1930, the buyer is entitled to inspect the goods and must object within a reasonable time, which under Section 63 is a question of fact. On the facts, the delayed debit notes were treated as false and sham, and the debt remained due and payable.

Conclusion: The appeal was held to be without merit and the impugned order was sustained.

Ratio Decidendi: A buyer cannot defeat an admitted commercial liability by raising belated and unsupported debit notes after an unreasonable delay, especially where the alleged objection does not fall within the contractual warranty and no timely protest or particulars of short supply are shown.

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