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2007 (8) TMI 462 - HIGH COURT OF CALCUTTAWinding up - Circumstances in which a company may be wound up - Held that:- There is no doubt that the petitioner in this case has been able to establish that supply of the goods was effected, bills were raised and there was no disputes as to quality or quantity or rate. And yet there would be at least three grounds on which this petitioner can be stopped in its tracks. The first is the undeniable impression from the papers relied upon that the petitioner’s supply to the company was but a part of the overall transactions between the two groups of concerns. The second is the Premier group’s claims for incentives and other receivables; in substance, a defence that accounts had not been taken and that the petitioner’s claim could not be isolated without apportionment therefrom on account of incentives and other receivables due to the company. The third is the equitable consideration. It is true that the petitioner did not issue the advertisement in the year 2004, but such advertisement covered all SKF products of which the petitioner’s supplies were a part. The company, or the Premier group, did not enter into the distributorship agreement, albeit on principal-to-principal basis, for their own consumption of the goods. The Premier group was to sell the SKF bearings and other components to end-users. The SKF warnings in newspapers, it can be reasonably argued, drove customers away from the company’s counters where SKF products were on sale. The counterclaim of damages set up by the company is not altogether absurd. The fact that there is no direct action between the dramatis personae here in respect of the company’s claim for damages, is not good ground by itself to discredit the counter-claim. That is not to say that the entirety of petitioner’s claim, or the claims of the other entities in that group, can be wished away by the defence that has been set up. The company’s group appear, to be debtors of the petitioner’s group. But it would be unwise to single out one undisputed bill, or three as in this case, for a claim in summary proceedings to be founded thereon, unmindful of the other matters that need to be resolved in the overall transaction. To yield to the petitioner’s request in this case would be to prompt it to arm-twist the company into submitting to an inequitable demand in the context of the larger picture. The claim of the petitioner, attractive as it is, is relegated to a suit. The petition is permanently stayed
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