Venkatachaliah, J.—This appeal is by Hegde and Golay Limited ('Company'), a company incorporated under the Companies Act, 1956, (the 'Act') and is directed against the order dated 26-7-1985 made by Bopanna, J., allowing a Creditor's winding-up petition brought by the State Bank of India (the 'Bank') and ordering the winding-up of the Company on grounds that the Company is unable to pay its debts within the meaning of Section 433(e) of the Act and that it is also otherwise "Just and Equitable" that the Company be wound-up.

The Bank claimed that as on 31-3-1980 a sum of Rs. 2,93,62,036 09 (exclusive of interest accruing subsequent to 1-4-1980) stood due and owing by the Company and that the Company was in fact, and must also be deemed to be, unable to pay its debts ; and that in view of the several circumstances alleged by the Bank it was also, otherwise, just and equitable that the Company be wound-up.

This creditor's winding-up petition which was the unfortunate culmination of a greatly strained Banker Constituent relationship was pending for over 5 years.

2. We have heard Sri Shekhar Shetty, learned Counsel for the appellant. The petitioning creditor having filed a Caveat, Sri S. G. Sundaraswamy and Sri S. Ramaswamy Iyengar, appeared for the Bank.

We have been taken through the order under appeal and the evidence on record. We are satisfied that the findings of the learned Company Judge that the petitioning-creditor has established the existence of a substantial part of the debt claimed by it and that the defence of the Company is not substantial nor in good faith do not call for interference. They are supportable even on the undisputed documentary evidence, leaving out altogether the other evidence which might admit of some debase on certain legal technicalities.

We will state the reasons that weigh with us for our inability to accept the several contentions which Sri Shekhar Shetty ably... and at great length presented at the hearing on admission.

3. We may, however, briefly set-out the circumstances leading-up to the winding-up petition :

The Company was incorporated in the year 1965 as a Private Limited Company with the object, in collaboration with Golay S.A. of Switzerland, of promoting an industry for the manufacture and sale of 'Horological instruments' and 'Printed Circuit-Boards'. The Company has its registered offices and its factory-establishment in Bangalore. The share-capital or the Company is Rs. 50 lakhs consisting of 50 thousand snares of Rs. 100/-fully paid-up. The enterprise as conceived by the promoter Sri B.T. Shankar Hegde, the Chairman and Managing Director, envisaged the Company as the mam coordinating unit and 18 ancillary units, each of which was a separate company. The shares of the Company were closely held between Sri B.T.S. Hegde and his wife Smt. Shaila S. Hegde. Between them they originally held 51 per cent of the shares and the Swiss collaborators 49 per cent. Upon the said Swiss Company having itself gone into liquidation, its share-holding also came into the hands of Sri Shankar Hegde.

The Company became a public company from 27-6-1974. The Banking relations of the company with the State Bank of India commenced in the year 19/3, the Bank having in principle agreed to finance the Company's ventures and to look after its banking-requirements and transactions. The Bank provided funds, fairly on a large scale, both for the capital needs of the Company and also towards working capital. The working relationship between the Bank and the Company appeared to be (sic) fairly satisfactory till 1976, whereafter troubles started each party accusing me other of non-performance of its obligations.

Several attempts appeared to have been made to sort-out the differences ; but they failed. Matters came to a head in 1979. On 12-7-1979 (Exhibit-P. 98) the Bank called-up the accounts and demanded repayment of the sums found due under foot of the several accounts. This demand was followed-up by the statutory demand (