G.S. Patel, J.

I

1. The defence to this winding up petition turns on the interpretation of a set of endorsements made to the contract or agreement in question. Mr. Dwarkadas, learned senior counsel for the petitioner, contends that the endorsements are of no effect, since the respondent signed the contract and has, therefore, accepted it. Where there is an unconditional acceptance, the endorsement of an additional condition has no legal effect. It does not constitute a counter-offer, and it is impossible to hold that there is no valid contract because there is no acceptance of the offer as originally made. For his part, Mr. Jain, learned counsel for the respondent, submits that where the condition is imposed at or before the acceptance of the original contract, then there are only two possibilities in law: either there is a contract as modified by the superadded condition, or there is no contract at all. The original contract, sans the condition, cannot be said to exist.

2. I heard Mr. Dwarkadas and Mr. Jain at some considerable length. They took me through the filings and documents. Both cited several authorities. Having considered all the material they placed before me, I a