JUDGMENT : 1. This is an appeal arising out of order dated 8th March, 2013, whereby the petition under Section 433 and 434 of the Companies Act filed by the respondent seeking winding up of the appellant has been admitted, however, publication of citation had been deferred for a period of four weeks to enable the appellant to pay the respondent at least the principal amount of 13.5 crores which the learned Single Judge held the appellant owed to the respondent. 2. The respondent had filed the petition under Section 433-434 of the Companies Act on the ground that pursuant to a loan agreement dated 25th February, 2008 a sum of Rs.12 crores was loaned to the appellant by the respondent. The case of the respondent, as set up before the Company Judge, is that simultaneously with the execution of the loan agreement, the appellant had executed promissory note for a sum of Rs.12 crores and had also issued post dated cheque for the said amount. A charge is stated to have been created in favour of the respondent in respect of an immovable property. 3. As per the respondent an additional loan of 1.5 crores was advanced by the respondent to the appellant on 4th August, 2008, by way of two in-house transfers from Citi Bank, N.A. which were directly credited to the account of the appellant with the same bank. It was in these circumstances that the respondent claimed that appellant owed a sum of Rs.13,50,00,0007-together with interest. 4. The respondent had further stated that appellants had issued two cheques? one for Rs.50 lakhs and another for Rs.20 lakhs drawn on Citi Bank, N.A.. The cheque for Rs. 20 lakhs was encashed, whereas the cheque for Rs.50 lakhs was dishonoured upon presentation. As per the respondent, the debt and liability was admitted and the appellant herein was unable to satisfy the debt and was not a financially sound company and as such was liable to be wound up. 5. The appellant herein had set up a defence contending that by an agreement dated 27th June, 2008, the loan agreement dated 25th February, 2008 was cancelled and the amount payable under the loan agreement was to be adjusted against moneys owed by the respondent to a group company of the appellant i.e. M/s Rockman Projects Limited (RPL). 5. The appellant herein had set up a defence contending that by an agreement dated 27th June, 2008, the loan agreement dated 25th February, 2008 was cancelled and the amount payable under the loan agreement was to be adjusted against moneys owed by the respondent to a group company of the appellant i.e. M/s Rockman Projects Limited (RPL). The respondent, on the other hand, submitted that there was no such agreement dated 27th June, 2008 and alleged that the said document was forged and fabricated. The learned Single Judge has noticed that the property in respect of which a charge had been created in favour of the respondent had been sold by an agreement to sell dated 13.08.2008 in respect of which a complaint had been filed by the respondent under various Sections of the Indian Penal Code. 6. The learned Single Judge after considering the various documents on record without going into the question of genuineness of the agreement dated 27.06.2008 has held that there was no consideration at all for cancellation of the loan agreement dated 25.02.2008 and had thus admitted the petition. 7. To satisfy ourselves about the financial position of the appellant company, on 5th April, 2013, the appellant had been directed to place on record the last balance sheet along with the financial position of the appellant/company as on 31.03.2013. In compliance with the said directions, the appellant has placed on record the financials. 8. On perusal of the financial documents submitted by the appellant, prima facie we feel that this is not a case of a financially sound company being wound up. The financials placed on record by the appellant show that the appellant company has huge amount of liabilities. The auditors of the appellant company have noted various non-compliances inasmuch as there were defaults in depositing undisputed statutory dues to the appropriate authorities and there were loans granted and taken in cash to/from group companies running into crores. We also notice that the appellant company is a loss making company where the net worth of the company is eroding. 9. In the balance sheet, the appellant have themselves admitted the debt of the respondent, though the admission is qualified based on a dispute which is stated to be pending before this court for adjudication. We also notice that the appellant company is a loss making company where the net worth of the company is eroding. 9. In the balance sheet, the appellant have themselves admitted the debt of the respondent, though the admission is qualified based on a dispute which is stated to be pending before this court for adjudication. In our view, the qualification of the admission of liability would not come to the rescue of the appellant inasmuch as the sole document on which the appellant is relying upon for disputing the liability is the agreement dated 27th June, 2008 which agreement the learned Single Judge has held to be without consideration and rightly so. We are prima facie of the view that the appellant has been unable to show, either that it does not owe to the respondent the said amount of 13.5 crores or that the respondent is liable to pay to the appellant or any group company of the appellant any amount. 10. The impugned order is an order of admission of winding up and not a final order, and in any case, these aspects would be gone into by the company judge while passing a final order of winding up. We may also note that respondents have filed a civil suit for recovery being CS (OS) No. 475/2011 which suit has been filed for the purposes of saving limitation. 11. We had put to the learned Senior Counsel appearing for the appellant, if the appellant had any proposal to pay to the respondents the principal amount of 13.5 crores either in one go or in installments, however, the learned Senior Counsel states that the appellant would not have the requisite liquidity at the present moment to do so, which further fortifies our view that appellant is unable to pay its debts. 12. In view of the above, we find no infirmity in the impugned order. The appeal is accordingly dismissed, leaving the parties to bear their own costs.