( 1 ) THE Petition has been filed under Section 433 (e) and 434 (1) (a) of the Companies Act praying for the winding up of the Respondent Company on the ground that it is indebted to the Petitioner for a sum of rs. 10,62,022. 96 as on 31. 8. 1997. It has been averred that the statutory notice dated 6. 10. 1997 claiming the afore-mentioned sum of money, comprising rs. 6,18,035. 00 as the principal sum and Rs. 4,43,987. 96 as interest was outstanding against various bills raised for providing advertising services to the respondent Company by the Petitioner.

( 2 ) ADMITTEDLY, the statutory notice was duly replied to in terms of the letter dated 27. 10. 1997. In it, reliance was placed on letter dated 24. 4. 1995 written by the Petitioner to M/s. Adonis (India) Ltd. which is undisputably a sister concern of the respondent Company. It reads as follows:-

"dear Sir,

THIS has reference to our discussions at your office on 20th April, 1995 regarding the Hoarding sites in Delhi metro. As decided and agreed mutually between you and us, we would like to inform you that we will not accept any sort of deductions or adjustments on our bills beyond 1st April 95 against goods supplied or any outstanding on our sister concerns (such as M/s. Angad panasonic Pvt. Ltd. , M/s. Angad electronics and M/s. Angad Enterprises ).

WE will appreciate a line of confirmation on the above to maintain your hoardings effectively and provide prompt service.

THANKING you and assuring you of our best services at ail times.

YOURS truly,

FOR Angad Communication (India)

SD/- Anil Pratap Singh Chauhan

CHIEF Executive. Despite these statements, Mr. R. P. Sharma Learned counsel for the Petitioner, has put forward the ipse dixit that the Petitioner has no connection with the other Angad Group of business, on the lines of paragraph 8 of his legal notice.

( 3 ) A perusal of the said letter dated 24. 4. 1995 will make it abundantly clear that the qualification sought to be recorded therein was that no deductions or adjustments in respect of the Petitioner s bills beyond 1. 4. 1995 would be considered. It is a clear admission, otherwise that common claims and adjustments had been regularly made.

( 4 ) THE commonality in the control and management of the Angad Group of Companies as well as the Respondent Group is also borne out from a Memorandum dated 5. 5. 1995 issued to Angad Communications, of which the Petitioner claims to be the sole proprietor. This document has been filed by the Petitioner along with the supplementary Affidavit dated 11. 5. 2001. The advantage which the Petitioner was seeking to extract from this memorandum was that the Respondent, had acknowledged liability of a sum of Rs. 43,52,179/ -. Even in this memorandum there is a mention of Angad Panasonic Pvt. Ltd. , which company was also mentioned in the letter dated 24. 4. 1995 along with M/s. Angad Electronics and m/s. Angad Enterprises. Furthermore, the so called admission of liability has been assumed by M/s. Vaka electronics Pvt. Ltd. Savak Ltd. which is the respondent Co. in CP No. 61/1998. The Petitioner cannot be allowed to approbate and reprobate. It is palpably obvious that there are two Groups of Companies on either side and adjustments of claims were to be freely made within the two Groups.

( 5 ) LEARNED Counsel appearing for the respondents has submitted that four suits have been filed on the Original Side of this High Court in january, 1998 and that the present winding-up petition has been initiated purely as a counterblast thereto and in order to pressurise the Respondent Company into accepting an unjust settlement. It is also contended that a winding-up petition cannot be predicated merely on statement of accounts. Such accounts have to be duly proved by corroborated evidence. Reliance has been placed on Chandradhar Goswami and Others vs. Gauhati bank Ltd. , AIR 1967 SC 1058. It was observed as follows:

"no person can be charged with liability merely on the basis of entries in books