JUDGMENT : M.S. Shah, J. This petition is filed by LKP Merchant Financing Limited (hereinafter referred to as "the petitioner) under Sections 433 and 434 of the Companies Act, 1956, praying for winding up of Arvin Liquid Gases Ltd. hereinafter to as "the company"), a company having its registered office at 3rd Floor, Gayatri Chambers, R. C. Dutt Road, Baroda-390 005. 2. The facts leading to the filing of the present petition, as averred by the petitioner, are that the company required 1,000 gas cylinders for its use and business but the company was unable to purchase the same out of its own finance and, therefore, it had approached the petitioner for arranging lease of the cylinders. Thereafter, there were negotiations between the parties and ultimately an agreement was executed on July 6, 1992. As per the said agreement the petitioner had arranged and granted a lease of 1,000 gas cylinders to the company. The period of lease was five years and the company had agreed to pay rent at the rate of Rs. 3,15,900 every quarter of the year beginning from July 6, 1992. The agreement also provided that in case there was delay in making the payment then the company was to pay interest at 50 per cent. It is the case of the petitioner that as per the said agreement the petitioner had delivered 1,000 cylinders but the company failed to make payment of the lease rental as per the terms of agreement. Though the company had given one cheque on October 14, 1993, for Rs. 14,22,760, the same was given on the condition that the same was to be deposited with the bank only after the confirmation by the company. When the petitioner informed the company on October 20, 1993, and October 25, 1993, as regards their intention to deposit the said cheque, the company informed the petitioner not to do so. Thereafter, the company had informed the petitioner by their letters sent from time to time that they were in financial difficulties but they will arrange to make the payment of their dues to the petitioner. But, in fact they did not pay any amount. According to the petitioner, the company was liable to pay Rs. 62,06,958.74. Thereafter, the company had informed the petitioner by their letters sent from time to time that they were in financial difficulties but they will arrange to make the payment of their dues to the petitioner. But, in fact they did not pay any amount. According to the petitioner, the company was liable to pay Rs. 62,06,958.74. Though the company was duly served with a statutory notice under Section 434 of the Companies Act, the company did not make payment of any amount within the stipulated period. It is the case of the petitioner that the company is not in a financial position to pay off its debts and as the company is unable to pay its debts and as the respondent is heavily indebted the petitioner has no alternative but to file the present petition seeking an order of winding up of the company. 3. The notice was issued to the company to show cause as to why the petition should not be admitted. 4. On behalf of the company, an affidavit-in-reply is filed contesting the petition on three grounds. The first defence is that the claim of the petitioner is not an honest, true and correct one. There was no agreement to pay interest at the rate of 30 per cent, and the agreed rate was only 13 per cent. The second objection is that the lease amounts for July, 1993, October, 1992, and January, 1993, had become time-barred on the date of the petition and, therefore, the petition is not tenable as it involved a time-barred claim. The third objection is that there was an agreement between the parties to have jurisdiction at Bombay only and consequently this court has no jurisdiction to entertain the present petition. It is also contended that the total assets of the company are more than Rs, 10 crore and the case of the petitioner that the company is not in a position to satisfy its debts is not true and, therefore, in these circumstances the petition deserves to be dismissed. The petition was admitted on January 16, 1997. The said order was carried in appeal and the Appellate Bench dismissed the appeal and confirmed the order of admission of the petition. The procedural requirements of advertisement of the petition have been complied with. The matter has, therefore, been finally heard. 5. The petition was admitted on January 16, 1997. The said order was carried in appeal and the Appellate Bench dismissed the appeal and confirmed the order of admission of the petition. The procedural requirements of advertisement of the petition have been complied with. The matter has, therefore, been finally heard. 5. At the hearing of the petition, learned counsel for the petitioner has reiterated the averments and submissions made in the petition and has submitted that the defence raised by the company is not bona fide. 6. On the other hand, Mr. A.J. Memon, learned counsel for the respondent-company has reiterated the defences taken in the affidavit-in-reply and has further urged the following contentions : (i) Arrears of rent for the cylinders cannot be said to be a debt in view of the decision of this court in the case of Bai Dahiba v. Jitendra [1971] 12 GLR 595. (ii) The petitioner was required to furnish explosive certificate before the company could make use of the cylinders and since that was not done, the company was not liable to pay any rent. (iii) The winding" up petition cannot be used as a means of enforcing recovery of a disputed claim as held by the apex court in the case of Madhusudan Gordhandas and Co. v. Madhu Woollen Industries Pvt. Ltd. [1972] 42 Comp Cas 125 (SC) and in the case of Nawabzada Captain Syed Murtasa Ali Khan v. Stressed Concrete Constructions P. Ltd., [1961] 31 Comp Cas 34 (Mad). 7. As far as the defence about the rate of interest is concerned, it is not necessary to go into the said aspect at all because the company has not made out its defence as regards the principal amount. As held by the apex court in the case of Madhusudan Gordhandas [1972] 42 Comp Cas 125 (SC) where there is no doubt that the company owes the creditor a debt entitling him to a winding up order but the exact amount of the debt is disputed the court will make a winding up order without requiring the creditor to quantify the debt precisely. Here, the company has not paid the principal amount which according to the petitioner is Rs. 57,00,000. The company itself had given a cheque for a sum of Rs. Here, the company has not paid the principal amount which according to the petitioner is Rs. 57,00,000. The company itself had given a cheque for a sum of Rs. 14,22,760 for which the company had required the petitioner not to deposit the same on account of its financial difficulties. Hence, the dispute about the rate of interest would not make any difference as the company has not paid even the principal amount which is not less than Rs. 14 lakh as per the cheque sent by the company itself. 8. As regards the defence that the lease amount for July, 1992, October, 1992, and January, 1993, had become time barred on the date of the petition, assuming that the defence could be upheld, the petitioner's claim is not confined to non-payment of the said three instalments. The quarterly rent for 1,000 cylinders was Rs. 3,15,900. Apart from the aforesaid three disputed instalments, for the subsequent instalments the petition filed in March, 1996, is certainly within the period of limitation and, therefore, the plea of limitation would not be of any assistance to the company. 9. As far as the dispute about the territorial jurisdiction of this court is concerned, when admittedly the registered office of the company is situated at Baroda, i.e., within the territorial jurisdiction of the court, the argument has to be stated only to be rejected. 10. As far as the contention that the total assets of the respondent-company are more than Rs. 10 crore and that the company is commercially solvent, the said defence cannot be accepted in view of the principle laid down by the apex court in the case of Madhusudan Gordhandas [1972] 42 Comp Cas 125 (SC) that where the debt is undisputed (or not disputable), the court will not act upon the defence that the company has the ability to pay the debt, but the company chooses not to pay the particular debt. No other creditor has come forward to oppose the petition. 11. As regards the contention that the arrears of rent cannot be said to be a debt, the contention is thoroughly misconceived. In the case of Bai Dahiba v. Jitendra [1971] 12 GLR 595, this court was concerned with the liability of the tenant to pay the arrears of rent to the successor in title of the landlord from whom the tenant had taken the premises on lease. In the case of Bai Dahiba v. Jitendra [1971] 12 GLR 595, this court was concerned with the liability of the tenant to pay the arrears of rent to the successor in title of the landlord from whom the tenant had taken the premises on lease. The discussion in the context of the said facts is, therefore, not at all relevant to the issue involved in the present petition. 12. As regards the contention that the company was not liable to pay rent unless the petitioner first obtained explosive certificate for the company, learned counsel was not in a position to point out any document on record in support of the said contention. The very fact that the company had given the petitioner cheque dated October 4, 1993, for Rs. 14,22,760 clearly shows that the aforesaid defence urged on behalf of the company at the hearing is an afterthought. 13. In view of the fact that the defence pleaded by the company is not bona fide, the decisions in the case of Madhusudan Gordhandas and Co. v. Madhu Woollen Industries Put. Ltd. [1972] 42 Comp Cas 125 (SC) and in the case of Nawabzada Captain Syed Murtasa Ali Khan v. Stressed Concrete Constructions P. Ltd. [1961] 31 Comp Cas 34 (Mad), far from assisting the company, support the petitioner's prayer for winding up of the company. 14. In view of the above discussion, the petition is allowed. The respondent-company, Arvin Liquid Gases Ltd. is ordered to be wound up. 15. The official liquidator attached to this court is appointed as the liquidator and shall exercise the powers under sections 456 and 457 of the Companies Act. The official liquidator shall take possession of all the assets of the company after making an inventory. 16. The public notice of winding up of the company shall be published, at the petitioner's cost, in the daily newspaper Indian Express, Ahmedabad and Baroda editions and in the Jansatta, Ahmedabad and Baroda editions, after November 30, 1998.