Winding-up petition admitted against company for unpaid dues, Official Liquidator appointed

The court admitted the winding-up petition against the respondent company for unpaid dues. The Official Liquidator was appointed, and the order was suspended for four weeks to allow the respondent to settle the debt. No interest was awarded due to delay in filing. Further hearing was scheduled for 6.3.2019.

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Issues Involved:
1. Winding up of the respondent company under sections 433(e), 434, and 439 of the Companies Act, 1956.
2. Acknowledgment of debt and limitation period under the Limitation Act, 1963.
3. Validity of the respondent's defense regarding defective products.
4. Appointment of the Official Liquidator.

Issue-Wise Detailed Analysis:

1. Winding up of the respondent company under sections 433(e), 434, and 439 of the Companies Act, 1956:
The petitioner, a subsidiary of a Swiss enterprise, sought the winding up of the respondent company for unpaid dues amounting to Rs. 2,69,34,224/-. The petitioner had supplied bridge parts to the predecessor-in-interest of the respondent, who made partial payments, leaving arrears. A statutory demand notice was issued, followed by a winding-up petition.

2. Acknowledgment of debt and limitation period under the Limitation Act, 1963:
The respondent's counsel argued that the debt was barred by limitation, asserting that the invoices dated from 2009 to 2011, and the petition was filed beyond the limitation period. However, the petitioner relied on the acknowledgment of liability by the predecessor-in-interest in CP No.471/2012 and payments made in 2012, invoking sections 18 and 19 of the Limitation Act. The court noted that the scheme of demerger approved on 16.12.2011 included acknowledgment of the debt, and payments made on 25.01.2012 extended the limitation period.

3. Validity of the respondent's defense regarding defective products:
The respondent claimed that the products supplied were defective. However, the court found this defense baseless, given the clear acknowledgment of debt by the respondent and its predecessor-in-interest. The court referenced the Supreme Court judgment in IBA Health (I) Pvt. Ltd. vs. Info-Drive Systems Sdn.Bhd., emphasizing that a genuine dispute must be bona fide and not spurious.

4. Appointment of the Official Liquidator:
The petition was admitted, and the Official Liquidator attached to the court was appointed as the Provisional Liquidator to take over the assets, books of accounts, and records of the respondent company. The court ordered the publication of citations and directed the petitioner to bear the publication costs. The order was suspended for four weeks to allow the respondent to pay the due amount, failing which the liquidation process would proceed.

Conclusion:
The court concluded that the debt was due and payable by the respondent company to the petitioner. The winding-up petition was admitted, and the Official Liquidator was appointed. However, the order was suspended for four weeks to give the respondent an opportunity to settle the dues. No interest was awarded to the petitioner due to the delay in filing the petition. The case was listed for further hearing on 6.3.2019.

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