( 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 o