9911796707
TMI Blog2012 (3) TMI 309X X X X Extracts X X X X X X X X Extracts X X X X ..... mpany on regular basis from 1996 onwards and as per the reconciliation of accounts for the period from 1st April, 1997 to 31st March, 1998, a sum of Rs. 17,26,952 was due and payable by the respondent-company, which the respondent-company had failed to pay, hence this petition. 3. Mr. Sunil K. Mittal, learned counsel for the petitioner had drawn attention of this Court to respondent's letter dated 26th March, 1998 at page 48 of the paper book wherein the respondent-company had admitted the amount of Rs. 17,26,952/- as due and payable by it as on that date. 4. Mr. Mittal further submitted that the case set up by the respondent in reply to the statutory winding up notice that the said amount though not denied, but was rather adjusted agains ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... house. He stated that the debit notes against defective supplies were raised by the company after the fabric had been checked and at that stage the Account Department did not have said debit notes. According to him, many defects of fabric became visible only after the said fabric had been processed, i.e., dyed. He stated that the supplier was liable to compensate not only the cost of the cloth but also processing charges. 8. He pointed out that the respondent's sister concern namely, M/s. Indian Handicrafts had issued two debit notes dated 30th June, 1998 to the account of the petitioner. While debit note No. 46 dated 30th June, 1998 for Rs. 29,14,719/- had been raised by the respondent- company towards airfreight charges for shipment sent ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... frivolous and had been created subsequently to avoid liability. He contended that in the past though the respondent had raised debit notes, but none had been raised on the ground of damages or delay. He alleged that the said debit notes were an afterthought on the respondent-company's part. 12. Having heard the parties and having perused the papers, this Court is of the opinion that it would be appropriate to first examine the submission of the respondent-company that the petitioner-firm as well as its sister concern, M/s. RMP Fabrics and the respondent-company as well as its sister concern, M/s. Indian Handicrafts used to have transactions mutually exchanged with each other from time to time and there should be consolidated reconciliation ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... entity of the whole group'. This is especially the case when a parent company owns all the shares of the subsidiaries, so much so that it can control every movement of the subsidiaries. These subsidiaries are bound hand and foot to the parent company and must do just what the parent company says. A striking instance is the decision of the House of Lords in Harold Holdworth & Co. (Wakefield) Ltd. v. Caddies. So here. This group is virtually the same as a partnership in which all the three companies are partners. They should not be treated separately so as to be defeated on a technical point. They should not be deprived of the compensation which should justly be payable for disturbance. The three companies should, for present purposes, be tr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... case, it is apparent that the alleged admission is not there. The pleadings clearly reflect the stand of the defendants whereby they have in unequivocal terms, and by setting up a positive defence, denied the entitlement of the plaintiff to the suit amount." 16. It is pertinent to mention that the aforesaid order has attained finality inasmuch as the same was not challenged either by the petitioner or its sister concern. 17. Moreover, the jurisdiction of Company Court is summary in nature and the issues of inter-se transactions between the parties and the veracity of the debit notes cannot be examined in the present case as it involves disputed questions of fact and would require evidence to be led. Certainly, the defence set out by the ..... X X X X Extracts X X X X X X X X Extracts X X X X
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