Zakaria Yatim J:

[1] In this petition, the petitioning creditor, a company incorporated in Singapore is seeking the order of the Court that the respondent company, Syarikat Jaya Utara Construction (Kedah) Sdn Bhd (the company) be wound-up under s 218 of the Companies Act 1965. The petitioning creditor claims that the company is indebted to it in the sum of RM283,825.33 as at 9 October 1985 in respect of work done and services rendered to the company. According to the petitioning creditor, a letter of demand pursuant to s 218(2)(a) of the Companies Act was sent to the company on 9 October 1985 in respect of the said sum. The petitioning creditor alleges that the company failed to pay the said sum. It was also alleged that the company was unable to pay its debt and should, therefore, be wound-up.

[2] Originally the petition was supported by Pernas Trading Sdn Bhd and CCMC Perniagaan Sdn Bhd The company has reached settlements with both Pernas Trading and CCMC Perniagaan and both these companies now oppose the petition.

[3] The petitioning creditor, in its affidavit affirmed on 12 June 1986 averred that the company's indebtedness to the petitioning creditor could not be disputed. According to the affidavit, the company was bound by a "letter of admission and acknowledgement" dated 18 October 1984 issued by the company to the petitioning creditor. The "letter of admission and acknowledgement" was exhibited to the same affidavit and stated, inter-alia:

On behalf of Syarikat Jaya Utara Construction Sdn Bhd Malaysia I hereby acknowledge that we today owe Viking Consultants Pte Ltd, Singapore through their subsidiary company Chemical Corporation Sdn Bhd, Malaysia the payment of... RM231,192.59.

[4] The letter dated 18 October 1984, was signed by one Lee It Yong, the manager of the company.

[5] On 15 February 1985 the solicitors for the petitioning creditor wrote a letter to the company demanding payment in the sum of RM289,825.33. The amount demanded was RM231,192.59 plus additional charges and interest. In reply to that letter, the company's solicitors wrote on 1 March 1985 denying liability in respect of the amount demanded by the petitioning creditor. In its affidavit affirmed on 12 April 1986, (company's first affidavit), the company averred that it was disputing the debt as claimed in the petition. In another affidavit affirmed on 22 August 1986, (company's second affidavit) the company reiterated its position by maintaining that it was not liable to pay the amount claimed by the petitioning creditor.

[6] In my opinion, in view of the letter signed by the manager of the company on 18 October 1984, there was a clear admission of the debt by the company for the sum of RM231,192.59.

[7] At the hearing of the petition, Mr Davidson, Counsel for the company conceded that there was money due to the petitioning creditor but submitted that the company had a defence of set-off. In its affidavits, the company averred that it had a defence of set-off. It also had a counter-claim against the petitioning creditor. The counter-claim was for damages for breach of contract and misrepresentation.

[8] In its affidavits the company alleged that the petitioning creditor was not what it claimed it was. A consortium agreement was signed between the company, the petitioning creditor and another company, Rokafilda Sdn Bhd on 26 October 1983. The agreement was in respect of tunnel construction work at Padang Rengas, Perak. In that agreement the petitioning creditor represented itself as a subsidiary of Viking Engineering AB Gotherburg, Sweden, which, according to the company was well known and reputable experts in the field of tunnel construction. The company contended that it was on the basis of this representation in the agreement and in the belief that the petitioning creditor would have access to the expertise of Viking Engineering AB Gotherburg, Sweden that the petitioning creditor was given the job as consultant. Under the consortium agreement the pe