JUDGMENT P.K. PALLI, J.—This petition for winding up the respondent-Company has been filed by the petitioner on the ground that the Company entered into a Memorandum of Understanding/Agreement on 30th July, 1993. The petitioner was given the exclusive market franchise and distributorship for their wireless products, such as Radio Paging Systems, Radio Communications Products for the region of West Bengal and Sikkim. Copy of the Memo of Understanding/ Agreement has been placed as Annexure-A. 2. In further execution of the agreement dated 30th July, 1993 the petitioner paid a sum of Rs. 3,71,225.31 paise by way of a cheque that was duly received and acknowledged by the respondent. It is being said that it was on account of the negligence of the respondent that the agreement could not be materialised and the terms and conditions could not be so implemented. 3. It is being stated from the side of the petitioner that the Respondent-Company was unable to supply products to the petitioner despite repeated reminders. It is on account of the non-compliance and non-implementation of the terms by the respondent that the petitioner was forced to cancel and terminate the agreement, calling upon the respondent to repay the amount said above. It is being high-lighted that the respondent Company had agreed to refund and the correspondence in this respect is Annexure-B. Despite repeated demands for the repayment of the amount, the respondent has not cared to pay and the petitioner is thus entitled to claim agreed interest of 24% per annum on this amount till payment. Statutory notice is said to have been served upon the respondent but with no desired effect. The xerox copy of the notice dated 3rd June, 1996 is Annexure-PF and acknowledgement has been placed as Annexure-PG. 4. In the written statement it is said that there is no debt existing, neither there is any failure or neglect to pay any dues. On the other hand respondent has raised a counter-claim of Rs. 4.35 lacs said to be payable by the petitioner for his share for advertisements, demonstrations, sale promotions etc. It is said to be a civil contract and winding up petition is said to be not maintainable. 5. On merits, it is said that the respondent gave full support to the petitioner for creating the market and an amount of Rs. 4.35 lacs said to be payable by the petitioner for his share for advertisements, demonstrations, sale promotions etc. It is said to be a civil contract and winding up petition is said to be not maintainable. 5. On merits, it is said that the respondent gave full support to the petitioner for creating the market and an amount of Rs. 8.70 lacs were spent on advertisements and half of this amount was to be shared by the petitioner. The respondent is said to have suffered a loss of Rs. 40 lacs per year as business loss because the petitioner was given exclusive market franchise and distributorship for their systems. It is said that petitioner is not entitled for any interest as nothing is due. The security was given interest free as per agreement and in fact the respondent is entitled to get Rs. 4.35 lacs as his share having been spent on advertisements. 6. In rejoinder, the averments of the petition have been reiterated I and pleas taken in the written statement are said to be denied. I 7. Learned Counsel appearing for the petitioner has brought I to my notice the agreement Annexure-PA whereby the dealership I in respect of the items appearing therein was given to the petitioner I with exclusive distributorship for West Bengal. There is no doubt I a clause appearing as item No. 13 in the Agreement that the I advertisement costs shall be shared by the parties in the ratio of I 50:50. Vide Annexure-PB the petitioner sent a demand draft of Rs. 1 2.50 lacs to the respondent on 31.7.1993. Vide Annexure-PC, the I respondent acknowledged this draft towards interest free security deposited for exclusive distributorship. 8. Annexure-PD is the letter sent by the respondent to the petitioner wherein the respondent has regretted to attend to the correspondence of the petitioner and to offer proper services. It also acknowledges the fact that the respondent felt sorry as. the RPS System j given to the petitioner did not work. It is further stated in this letter that as per discussions, a total amount of Rs. 5.70 lacs paid by the petitioner will be adjusted as follows. The petitioner, however, is not claiming Rs. 2 lacs appearing as Item No. 2 in this letter in respect of the interest free security for Eider Telecomm. Limited. 9. It is further stated in this letter that as per discussions, a total amount of Rs. 5.70 lacs paid by the petitioner will be adjusted as follows. The petitioner, however, is not claiming Rs. 2 lacs appearing as Item No. 2 in this letter in respect of the interest free security for Eider Telecomm. Limited. 9. Annexure-PE is the communication sent by the respondent to the petitioner on 3rd July, 1995. This makes reference of the visit of the petitioner to their Calcutta Regional Office and it is suggested that the matter would be sorted out at Chandigarh within two to three weeks. 10. As noticed above, Annexure-PF is the statutory notice sent by the petitioner which is duly acknowledged by the respondent 11. From the reading of the record, I find that the respondent appears to have gone wiser after the petitioner reused its claim and it is thereafter the idea of counter-claim appeals to have come on the surface. It further transpires that the equipment supplied by the respondent did not work at aJl and for that purpose the respondent felt sorry vide communication sent by them Annexure-PD. The respondent further assured the petitioner that the matter would be sorted out within 2 to 3 weeks as per Annexure-PE. 12. As it transpires that right from 3rd July, 1995 i.e. from the date of assurances, nothing fruitful has come out till date despite statutory notice dated 3rd June, 1996. 13. From the reading of the record, I find that there is an ascertained amount of debt due from the respondent Company to the petitioning creditor. The petitioner has been able to make out aiprima facie case and the debt is not time barred, as such, it can safely be held that the respondent Company never disputed the debt in order to hide its liability to pay the debts. In view of what has been said above, it follows that the respondent company is not in a position to pay its debt and as such this petition deserves to be admitted. In the interest of justice, however, it is deemed proper to direct the respondent Company to settle the claim with the petitioner. In view of what has been said above, it follows that the respondent company is not in a position to pay its debt and as such this petition deserves to be admitted. In the interest of justice, however, it is deemed proper to direct the respondent Company to settle the claim with the petitioner. The principal amount is directed to be paid along with upto date interest and costs on or before 10th of November, 1998, failing which the petition is ordered to be advertised in the daily Tribune as well as in Government Gazette of Himachal Pradesh. The case be put up thereafter for further proceedings. Order accordingly.