JUDGMENT Prasun Kumar Deb, J. - This is a petition under Sections 433 and 439 of the Companies Act, 1956 (hereinafter to be referred to as 'the Act') read with Rule 95 of the Companies (Court) Rules, 1959. 2. The petitioners are admittedly the share-holders of the Private Limited Company in the name and style of M/s. Masnodih Mining Industries Private Limited and they are contributors to the Company as defined under Section 428 of the Act. Respondent No.1 Company was incorporated on 3.9.1947 as Private Limited Company under Section 12 of the Act having its Registered Office at Village Masnodih, Police Station Koderma, District-Hazaribagh. It was practically a family business having registered as a Company and an authorised capital of Rs. 2,40,000/- (Rupees two lacs forty thousand only) divided into 2400 Equity Shares of Rs. 100/- each. There were originally seven share-holders in the Company as enumerated in paragraph 5 of the petition itself. Out of those original share holders, only the respondent no. 2 is now living, others are dead. The relationship between the petitioners and the respondents are stated in the subsequent paragraphs of the petition as they are related to each other from the common ancestor Late Ganga Singh. The petitioners are the descendants of Late Alok Narayan Sinha, the original share-holder while respondent no.2 is also from the common ancestor through another branch. Since 1952, it is stated that respondent no. 2 is managing the Company as Managing Director. Some other petitioners are descendants of Late Arjun Prasad Singh, another original share-holder. The Company was being run under the Articles of Association of the Company and its membership and shareholders are restricted amongst the descendants of Late Babu Ganga Singh. I have already mentioned that practically the business is a family business and the dispute amongst them is also an inter-se family dispute. The Company carried on business to acquire mining lease, carrying on mining operations, carrying on business, manufacturers and contractors of different chemicals, manures, distilleries, dye-makers, Gas-makers etc. 3. The allegation of the petitioners is that although they are contributors as defined under Section 428 of the Act, they were not taken consideration into the management of the Company and the respondent no. 2 the management of the Company and the respondent no. 3. The allegation of the petitioners is that although they are contributors as defined under Section 428 of the Act, they were not taken consideration into the management of the Company and the respondent no. 2 the management of the Company and the respondent no. 2 with an ulterior motive without calling for Annual General Meeting for a long time had set up his two sons as Directors and kept all accounts of the Company concealed without giving any dividends to the shareholders or the contributories. It has further been stated that the Company was suspended since 1990. It was their further case that not only the petitioners who are the inheritors of 720 shares have been paid of dividends nor the profit or loss of the Company were ever acknowledged. The debts of other creditors were also not being discharged and, as such, several certificate cases are pending under the Public Demands Recovery Act against the Company. There is also allegation that when the Company is being run or being managed by a particular person i.e. respondent no. 2, it lost all the semblance of the Company and on equitable grounds, the Company should not be allowed to run further. 4. Mainly on three grounds this petition has been under Section 433 of the Act. The said section enumerates six circumstances in which Company may be wound up by Court. The petitioners' allegation is based on grounds no. (c), (e) and (f). 5. Section 433 (c) of the Act relates to the circumstances when the Company does not commence its business within a year from its incorporation, or suspends its business for a whole year. The petitioners' grievance is with regard to the last part of this sub-section i.e. the Company suspended its business for a whole year. According to the petitioners, since 1990 upto March, 1993, the Company was not doing business and it was suspended. This fact has been admitted from the side of respondent no. 2 and on the contention that as the Mica business was not a profitable one during those days, it had put the business suspended but from April, 1993, it has been revived and it is now doing business. This fact has been admitted from the side of respondent no. 2 and on the contention that as the Mica business was not a profitable one during those days, it had put the business suspended but from April, 1993, it has been revived and it is now doing business. Further contention of the respondents is that no grievance have uptil now been placed on that ground before the Registrar or before the Company Law Board although I find from the annexures made in petition and the contents thereof and the pleadings of the petition itself that a complaint was filed from the side of the petitioners under Section 397 of the Act. 6. The second ground enumerated in the petition is with regard to Section 433 (e) i.e. if the Company is unable to pay its debts. The petitioners' contentions are that there are so many creditors of the Company and its debts could not be paid-up by the Company and, as such, several certificate cases are pending against them. On this contention, pendency of the certificate cases have not been denied. But it is submitted that certificate proceedings are initiated under the Public Demands Recovery Act for non-payment of taxes or some other Government dues but because of such certificate proceeding which is outside the scope of the field of the Company Act cannot be a ground for dissolution or winding up the Company because the petitioners have not stated anything specifically as to how much debts the Company is having which it is unable to pay. Even the petitioners have also not enumerated their dues which are liable to be paid by the Company. As such, with such vague allegations, there remains no scope of winding up of the Company. 7. The last ground sought for under Section 433(f) of the Act is that if the Court is of the opinion that it is just and equitable, the Company should be wound up. According to Mr. N. K. Prasad, learned counsel for the petitioners, these grounds are to be looked into from the attending circumstances. It is alleged that family feud had erupted when respondent no. 2 with an ulterior motive without convening the Annual General Metting or the Special Meeting appointed two of his sons as Directors without the knowledge of the contributors like that of the petitioners. It is alleged that family feud had erupted when respondent no. 2 with an ulterior motive without convening the Annual General Metting or the Special Meeting appointed two of his sons as Directors without the knowledge of the contributors like that of the petitioners. They have never been informed about this fact and practically the affairs of the Company had become the subject matter of the sub-family of respondent no. 2 giving go-by to its broader aspect of its Articles of Association to the other share holders and the contributors and in such circumstances, equitable relief in the form of winding up of the Company must be given in favour of the petitioners. 8. Mr. Tapan Sen, learned counsel appearing for and on behalf of respondents has submitted that equity cannot be looked into from one side alone. Equity is applicable to both sides. Respondent No.2 as a Managing Director of the Company is making all efforts to run the Company when it was suspended for about two years and then revived it at his own initiation, when the petitioners and other family members who were also contributories remained totally inactive in the matter and now when the Company's business which is nothing but a family business had been revived by respondent no. 2 then the petitioners are coming up to destory the same with the prayer of winding up. It is further submitted by Mr. Sen that uptil now the petitioners have not made any demand as contemplated under Section 434 of the Act rather it appears that the petitioners tiled a petition under Section 397 of the Act before the Patna Bench of the High Court and when there was no jurisdiction of the Patna Bench, the same was withdrawn and changing its colour, now a petition has been tiled under Section 433 of the Act. Practically there is no scope of filing of any petition before the Company Judge either at Patna or at Ranchi under Section 397 of the Act. Under that Section, the allegations or complaint can be brought before the Company Law Board and, according to Mr. Sen, that was the only scope for the petitioners to lay their claims, if any, but without doing that, they are coming up to destory a running Company. 9. Under that Section, the allegations or complaint can be brought before the Company Law Board and, according to Mr. Sen, that was the only scope for the petitioners to lay their claims, if any, but without doing that, they are coming up to destory a running Company. 9. It is true that this petition has arisen due to inter-se family dispute prima-facie and considering the same, this Court had given ample opportunity to the parties to have an amicable settlement of their disputes but ultimately it appears that their disputes could not be settled up and hence the petition was heard inter-se between the parties. 10. The debt as contemplated under Section 433(e) must be a determination or a definite sum of money payable immediately or at a future date. A vague statement that the Company is having much debts cannot make a court of law to wind up the Company on an undefined debt or a vague statement to that effect. I am convinced with the submission of Mr. Sen to the effect that certificate proceedings under the Public Demands Recovery Act does not come to play within the purview of debt as contemplated under Section 433 of the Act for the purpose of winding up when there is no specification about on what debts, certificate proceedings are pending. It is not incumbent on the part of the Court to enquire into the matter as certificate proceedings may be initiated on different context irrespective of the debt as contemplated under Section 433(e) of the Act. A disputed debt, when it is found that in the certificate proceedings the Company is fighting out, cannot be considered as prima facie evidence of inability to pay and in that view of the matter, winding up petition is nothing but an abuse of the process of law. Non- payment of debt must be explainted to the effect that the Company is in a position of insolvency and only then and there it attracts the provision of Section 433(e) of the Act. 11. About the suspension of business, it is found that cogent reasons have been given as to why the Company did not do business during the period from 1990 till March, 1993. 11. About the suspension of business, it is found that cogent reasons have been given as to why the Company did not do business during the period from 1990 till March, 1993. When a Company does not do any business but it holds to run a Company and then it has been survived and started doing business after some period of suspension and even if the period spreads over more than a whole year, the same cannot be considered as suspension of business for a whole year as contemplated under Section 433 (c) of the Act. 12. Mr. Sen during the course of argument has produced before the Court for perusal the accounts submitted to the Registrar of the Company regarding the Company for several years which without going into the materials or particulars of it can at best be said that the Company was doing business after 1993 and profit and loss were also accounted to before the Registrar of the Companies. Thus, I hold that a temporary suspension when the company rightly held not to do business apprehending loss of it and then revives it when the sun shone, I am of the opinion that there is no scope of winding up of the Company under Section 433(c) of the Act. 13. Regarding equity, as very much pressed from the side of Mr. N. K. Prasad, I am of the view that the petitioners cannot come up on the ground of equity when they have not done their part. Even if their grievances are genuine of not holding of Annual General Meeting, putting up respondents no. 3 and 4 as Directors by respondent no. 2 not publishing the annual accounts etc., or non-paying of the dividends, then the petitioners must have exhausted the procedures laid down under Section 397 of the Act first and then to come up for winding up under Section 433 of the Act. The Company Court may not exercise its jurisdiction under Section 433 or 434 of the Act when the remedy of the petitioners are available under Section 397 of the Act because of the nature of allegations brought. 14. The Company Court may not exercise its jurisdiction under Section 433 or 434 of the Act when the remedy of the petitioners are available under Section 397 of the Act because of the nature of allegations brought. 14. Mismanagement or misconduct of the Managing Director or the Director of the Company can be well taken care of by Registrar of the Companies or by the Company Law Board under different provisions of the Act and also under Section 397 of the Act, but without resorting to that, the extreme remedy of winding up cannot be granted. 15. In the facts and circumstances as mentioned above, I find that this petition under Section 433 of the Act has got no force and hence the same is dismissed. However, it is made clear that by such dismissal the petitioners will not be debarred for seeking redressal of their grievances in appropriate forum. There will be no order as to costs.