S. P. MEHROTRA, J. ( 1 ) THE present Company Petition purporting to be under Section 434/439 of the Companies Act, 1956 has been filed by Gupta Gasoline Distributor (petitioner), inter alia, praying that M/s. Sharda Refrigeration Co. Pvt. Limited having its registered office at 48/48a, Baluaghat, allahabad (hereinafter referred to as the respondent-company) be wound up under the provisions of the Companies Act, 1956. The said Company Petition has hereinafter been also referred to as the Winding Up Petition. ( 2 ) IT is, inter alia, stated in the Winding Up Petition that the respondent company was incorporated on 7-2-1990 vide Incorporation No. 20-11632 of 1990 and that the registered office of the respondent-company is situated at 48/48a, Baluaghat, Allahabad; and that the respondent-company is a private limited company. ( 3 ) IT is, inter alia, further stated in the Winding Up Petition that the respondent-company was appointed sole distributor of Birla Blue Flames Limited S. C. O. 837, Mani Majra, Chandigarh engaged in distribution of imported L. P. G. under the parallel Marketing of L. P. G. Policy of government of India for several Districts of State of U. P. including District Meerut: and that the respondent company was assigned by Birla Blue Flames Limited to appoint dealers for Meerut district for the smooth running and effective working of the business in L. P. G. Cylinder; and that for this purpose, the respondent-company appointed the petitioner (Gupta Gasoline distributor) as its sub-distributor for appointment of dealers in Meerut District; and that an agreement was entered into between the petitioner and the respondent-company on 6-11-1993 on the condition of payment of Rs. One lakh as security deposit; and that the amount was agreed to be refunded with interest at the rate of 24 per cent per annum; and that besides, premium of Rs. 3 lakhs was also charged bearing interest at the same rate. ( 4 ) IT is, inter alia, further stated in the Winding Up Petition that on the assurance of the respondent-company, the petitioner appointed dealers in District Meerut, but no progress in business was made by the respondent-company; and that the petitioner surrendered sub-distributorship of the respondent-company in the month of June 1995 vide letter 20-6-1995 and asked the respondent-company to refund its deposit and expenses incurred and also the damages, on account of loss of business; and that the amount asked for was Rs. 10,92,500 plus interest at the rate of 24 per cent per annum from the date of deposit. ( 5 ) COPY of the said letter dated 20-6-1995 has been filed as Annexure No. 1 to the Winding Up petition. ( 6 ) IT is, inter alia, further stated in the Winding Up Petition that in response to the said letter dated 20-6-1995 written by the petitioner, the respondent company desired a personal meeting to settle the claim; and that a meeting was held on 18th July, 1995; and that a settlement was arrived at for payment of Rs. 5,92,500 plus interest at the rate of 15 per cent per annum from 1-4-1994; and that the said settlement was confirmed vide letter dated 19th July, 1995 written by the respondent company to the petitioner. ( 7 ) COPY of the said letter dated 19th July, 1995 has been filed as Annexure No. 2 to the Winding up Petition. ( 8 ) IT is, inter alia, further stated in the Winding Up Petition that in the said letter dated 19th July, 1995, the respondent company had assured for payment of the aforesaid amount within a period of one month. ( 9 ) IT is, inter alia, further stated that as no payment was made in spite of the said settlement reached on 18-7-1995 and confirmed by the said letter dated 19th July, 1995, the petitioner repeatedly reminded the respondent company on telephone regarding the said amount; and that the respondent-company insisted for grant of more time; and that the reminder was given in writing on 15th September, 1995 by the petitioner to the respondent-company. ( 10 ) COPY of the said letter dated 19th September, 1995 has been filed as Annexure No. 3 to the winding Up Petition. ( 11 ) IT is, inter alia, further stated in the Winding Up Petition that vide letter dated 20-11-1995, the petitioner again asked for payment of the settled amount of Rs. 5,92,500 plus interest. ( 12 ) COPY of the said letter dated 20-11-1995 has been filed as Annexure No. 4 to the Winding up Petition. ( 13 ) IT is, inter alia, further stated in the Winding Up Petition that vide letter dated 9-12-1995, the respondent company in order to avoid legal action requested the petitioner to grant further time till 9th January, 1996 for payment of the settled amount. ( 13 ) IT is, inter alia, further stated in the Winding Up Petition that vide letter dated 9-12-1995, the respondent company in order to avoid legal action requested the petitioner to grant further time till 9th January, 1996 for payment of the settled amount. ( 14 ) COPY of the said letter dated 9th January, 1996 has been filed as Annexure No. 5 to the winding Up Petition. ( 15 ) IT is, inter alia, further stated in the Winding Up Petition that as no payment was made till 9th January, 1996, the petitioner gave notice dated 2-2-1996 to the respondent company under section 433/434 of the Companies Act, 1956. ( 16 ) COPY of the said notice dated 2-2-1996 has been filed as Annexure No. 6 to the Winding Up petition. ( 17 ) IT is, inter alia, further stated in the Winding Up Petition that vide letter dated 12-2-1996, the respondent company, in reply to the said notice dated 2-2-1996, confirmed that the aforesaid amount was due on the respondent-company with interest; and that the respondent company, however, requested for one month more time for clearing off debts/dues. ( 18 ) COPY of the said letter dated 12-2-1996 has been filed as Annexure No. 7 to the Winding Up petition. ( 19 ) IT is, inter alia, further stated in the Winding Up Petition that in spite of seeking time of one month on 12-2-1996 and in spite of expiry of statutory period of three weeks of the demand notice the respondent company neglected to pay the same; and that in the circumstances, the respondent company would be presumed to be unable to pay its debt; and that the respondent-company was liable to be wound up. ( 20 ) THE Winding Up Petition was filed on 22nd August, 1996. By the order dated 23-8-1996, this Court, inter alia, directed for issuance of notice to the respondent company to show cause as to why the Winding Up Petition be not admitted and advertised. ( 21 ) IT appears that in response to the said notice issued as directed by the order dated 23-8-1996, the respondent company put in appearance and filed Objections/counter Affidavit sworn on 23-9-1996 (paper No. A4) under Rule 103 of the Companies (Court) Rules, 1959. ( 21 ) IT appears that in response to the said notice issued as directed by the order dated 23-8-1996, the respondent company put in appearance and filed Objections/counter Affidavit sworn on 23-9-1996 (paper No. A4) under Rule 103 of the Companies (Court) Rules, 1959. ( 22 ) IT is, inter alia, alleged in the said Counter Affidavit that no amount was ever deposited by the petitioner with the respondent company; and that the respondent company was not at all indebted to the petitioner, and there was no liability whatsoever to pay the alleged amount. ( 23 ) IN reply to the said Counter Affidavit filed on behalf of the respondent company, the petitioner filed Rejoinder Affidavit sworn on 1-12-1996 (Paper No. A7 ). ( 24 ) IN the said Rejoinder Affidavit, the petitioner, inter alia, reiterated the averments made in the winding Up Petition. ( 25 ) IT further appears that a Supplementary Affidavit sworn on 23-7-1997 (Paper No. A8) was also filed on behalf of the petitioner. ( 26 ) ANOTHER Affidavit sworn on 31-8-1997 (paper No. A-9) was filed on behalf of the petitioner, inter alia, explaining the circumstances in which the aforesaid Supplementary Affidavit (paper no. A-8) was filed on behalf of the petitioner. ( 27 ) IT further appears that a Counter Affidavit sworn on 22-9-1997 (Paper No. A-10) was filed on behalf of the respondent company in reply to the aforesaid Supplementary Affidavit (Paper No. A8) and the aforesaid Affidavit (Paper No. A9) filed on behalf of the petitioner. ( 28 ) IT further appears that an Application being Civil Misc. Application No. 62404 of 1999 (Paper No. A-11/1) was filed on behalf of the respondent company, inter alia, praying for permission to dispose of the land and construction as mentioned in the said Application so as to enable the respondent company to clear off its liability to the petitioner. The said Application was supported by an Affidavit of Rajendra Kumar, stated to be the Managing Director of the respondent company, sworn on 30-8-1999 (Paper No. A-11/3 ). ( 29 ) IN paragraph No. 2 of the said Affidavit, the respondent company, inter alia, accepted its liability to the petitioner. The said Application was supported by an Affidavit of Rajendra Kumar, stated to be the Managing Director of the respondent company, sworn on 30-8-1999 (Paper No. A-11/3 ). ( 29 ) IN paragraph No. 2 of the said Affidavit, the respondent company, inter alia, accepted its liability to the petitioner. The said paragraph No. 2 of the aforesaid Affidavit is quoted below :- "that the respondent company accepts the liability of petitioner as claimed and respondent company is liable to pay to the petitioner an amount of Rs. 5,92,500 with interest of 15 per cent per annum from 1-4-1994 to the date of payment. " ( 30 ) IN view of the averments made in paragraph No. 2 of the said Affidavit quoted above, it is evident that the respondent company accepted its liability to the petitioner for an amount of Rs. 5,92,500 with interest at the rate of 15 per cent per annum with effect from 1-4-1994 till the date of payment. ( 31 ) BY the order dated September 13,2000, this Court, inter alia, admitted the Winding Up petition for advertisement under Rule 24 of the Companies (Court) Rules, 1959. ( 32 ) THE relevant portion of the said order dated September 13, 2000 is quoted below:-" to come to the point, this Winding Up Petition is admitted for advertisement under Rule 24 of the Companies (Court) Rules, 1959. Let steps for advertisement as per this rule be taken by the petitioner within two weeks from today. The office will fix a date for hearing in the notice to be published and shall list the case on the date fixed for hearing. Notice be published in Hindi newspaper aaj published from Allahabad and English newspaper times of India published from Lucknow Publication shall also be made for the same date in Official Gazette. " ( 33 ) IT will be noticed that the said order dated September 13, 2000, inter alia, directed that the petition be advertised in Hindi Newspaper aaj published from Allahabad and English newspaper Times of India published from Lucknow. It was, inter alia, further directed that the publication would also be made in the Official Gazette. " ( 33 ) IT will be noticed that the said order dated September 13, 2000, inter alia, directed that the petition be advertised in Hindi Newspaper aaj published from Allahabad and English newspaper Times of India published from Lucknow. It was, inter alia, further directed that the publication would also be made in the Official Gazette. ( 34 ) SUBSEQUENTLY, it appears that by the order dated 22-11-2000, the said order dated September 13, 2000 was modified, and the petitioner was permitted to publish advertisement in the newspaper northern India Patrika published from Allahabad in place of the Newspaper times of India published from Lucknow. ( 35 ) IT further appears that an Application being Civil Misc. Application No. 41991 of 2001 (Paper No. A-18) was filed on behalf of the petitioner, inter alia, reporting compliance of the directions contained in the said order dated 13-9-2000 read with the said order dated 22-11-2000. ( 36 ) AN affidavit of Arun Kumar Gupta, stated to be the holder of Power of Attorney on behalf of his wife, Smt. Ankita Gupta, sole proprietor of the petitioners firm, was also filed in support of the said Civil Misc. Application No. 41991 of 2001. ( 37 ) ALONG with the said Affidavit of Arun Kumar Gupta, copy of the Newspaper aaj dated 28-9-2000, copy of the Newspaper northern India Patrika dated November 30, 2000, and copy of the Official Gazette of the State of Uttar Pradesh dated 7-10-2000 were filed as Annexure 1 (collectively) to the said Affidavit. ( 38 ) BY the order dated 26-7-2004 compliance made by the petitioner of the directions given in the said order dated 13-9-2000 read with the said order dated 22-11 -2000 was taken note of, and the said Affidavit of Arun Kumar Gupta and the annexures thereto filed along with the said application (Paper No. A18) were directed to be taken on record. ( 39 ) BY the said order dated 26-7-2004, the office was directed to submit report as to whether any objections/reply to the Winding Up Petition, pursuant to the Winding Up Petition having been advertised, as aforesaid, had been filed. ( 39 ) BY the said order dated 26-7-2004, the office was directed to submit report as to whether any objections/reply to the Winding Up Petition, pursuant to the Winding Up Petition having been advertised, as aforesaid, had been filed. ( 40 ) OFFICE has submitted its report dated 16-8-2004/23-8-2004, inter alia, stating that no objections/reply to the Winding Up Petition has been filed, pursuant to the Winding Up Petition having been advertised under Rule 24 of the Companies (Court) Rules, 1959, as mentioned above. ( 41 ) IT will, thus, be seen that even though the respondent company in its Counter Affidavit sworn on 23 -9-1996 (Paper No. A-4) denied its liability to make payment to the petitioner but the respondent company in the said Affidavit sworn on 30-8-1999 (Paper No. A-11/3), inter alia, clearly admitted its liability to the petitioner for payment of an amount of Rs. 5,92,500 with interest at the rate of 15 per cent per annum with effect from 1-4-1994 till the date of payment. ( 42 ) IT is further evident on the record that the said amount has not been paid by the respondent company to the petitioner in spite of the statutory notice as per the provisions of Section 433 (e)read with Section 434 of the Companies Act, 1956 having been given by the petitioner to the respondent company. ( 43 ) THE respondent company having neglected to make the payment to the petitioner despite service of statutory notice. It will be deemed that the respondent company is unable to pay its debt in view of the provisions of Section 433 (e) read with Section 434 (1) (a) of the Companies act, 1956. ( 44 ) MOREOVER, the respondent company, despite having sought time repeatedly to make payment, failed to make payment to the petitioner. Hence it is apparent that the respondent-company is unable to pay its debt as contemplated under Section 433 (e) of the Companies Act, 1956. ( 45 ) IN the circumstances, I am of the opinion that the respondent company is liable to be wound up. ( 46 ) IT is, accordingly, directed that the respondent company be wound up. Hence it is apparent that the respondent-company is unable to pay its debt as contemplated under Section 433 (e) of the Companies Act, 1956. ( 45 ) IN the circumstances, I am of the opinion that the respondent company is liable to be wound up. ( 46 ) IT is, accordingly, directed that the respondent company be wound up. The Official liquidator attached to this Court is appointed as the Liquidator of the respondent company under section 449 of the Companies Act, 1956, and he is directed to take appropriate steps for winding up of the respondent company. ( 47 ) THE petitioner is directed to take requisite steps as per the provisions of Rule 113 of the companies (Court) Rules, 1959. ( 48 ) THE Winding Up Petition stands disposed of accordingly. . .