Judgement MOHAMMED, J. :- This appeal under Section 483 of the Companies Act, 1956 is directed against the order of the learned company Judge allowing substitution of a creditor for original petitioner under Rule 101 of he Companies (Court) Rules, 1959 (hereinafter referred to as 'the Rules'). The said order was passed in Application No. 96 of 1996* in C. P. No. 8 of 1990 (in the matter of L. R. Rangaier and Sons Pvt. Ltd. (In liquidation). The company (in liquidation) - respondent No. 4 in the application is the appellant and the first respondent coffee board is the applicant. The appellant-company was incorporated on 16-9-1954 with 950 shares of Rs. 500/- each as paid up capital. 2. The Company Petition No. 8 of 1990 was filed by two creditors seeking to wind up the company under Sections 433 and 434 of the Companies Act, 1956 (hereinafter referred to as 'the Act'). In this Company Petition, the Coffee Board has filed an application No. 96 of 1996 praying to substitute it as petitioner thereon. The above company petition was originally filed on 29-3-1990 and the company Court appointed a provisional liquidator on 4-4-1990. When the Coffee Board came to know of the initiation of the liquidation proceedings it got impleaded in the company petition and obtained permission from the Court to remove coffee kept in the godown of the company. In view of the objection from the workers against the removal of coffee, an Advocate Commissioner was appointed for supervising the curing operation. When the Advocate Commissioner inspected the godown it was revealed that 17 tonnes of coffee kept in the godown worth Rs. 43,52,977.64 was found missing. Thereafter the Coffee Board filed a claim statement showing the adjustment of the amounts due to the company from the Coffee Board, which according to the applicant would come to Rs. 61,84,049.24. 3. There were several revival schemes to revive the company. Those revival schemes were not accepted by the Company Court for various reasons. However the company paid the amounts due to the applicants in the above company petition in consequence of which the applicants abandoned the company petition as they were not interested in prosecuting the same. At that time the provisional liquidator filed a statement before Court along with the list of creditors praying for appointment of an auditor to look into the accounts of the company. At that time the provisional liquidator filed a statement before Court along with the list of creditors praying for appointment of an auditor to look into the accounts of the company. The official liquidator also wanted to advertise the matter inviting claims from various creditors. Accordingly the Court appointed an auditor to assessee the amount due to the Coffee Board and also the amount said to be due from the Coffee Board. The company Court directed the Chartered Accountant appointed by it to assess the claim of the Coffee Board. In that situation it has become absolutely necessary to prosecute the winding up proceedings at the instance of the Coffee Board by substituting it in the place of the petitioners in C.P. No. 8 of 1990. With that end in view Coffee Board filed Application No. 96 of 1996. After the enquiry, the learned Company Judge allowed the application and ordered to substitute Coffee Board as a petitioner in the original petition. Being aggrieved by the aforesaid order this appeal has been filed by the Company in liquidation. 4. The learned Company Judge analysed the provisions contained in Sections 433 and 434 of the Act as also Rule 101 of the Rules in order to have the final adjudication of the dispute involved. The learned Judge has also taken note of the decisions in Krishna Iyer Sons v. New Era Manufacturing Co., 1965 Ker LT 198 : (AIR 1965 SC 241) and M. Gordhandas and Co. v. M. W. Industries, AIR 1971 SC 2600. What is paramountly laid down in these cases is that unless the Court is satisfied with the two requirements namely, the debt is in bona fide dispute and the defence is a substantial one it will not normally order winding up of the company. In this context the learned Judge after taking note of the rulings in Registrar of Companies, Punjab v. Atlas Transport Ltd., (1974) 44 Com Cas 496 : (1975 Tax LR 1232) (Punj and Har), Registrar of Companies v. Kavita Benefit P. Ltd., (1978) 48 Com Cas 231 : (1977 Tax LR 2360, In Re Softsule Private Ltd., (1977) Com Cas 428 : (1977 Tax LR 2351) (Bombay), Supply Company India v. Rafiulla Tea and Industries Private Ltd, (1978) 48 Com Cas 796 : (1978 Tax LR 2098) (Gauhati). G.R.S. Constructions v. Synergetics Ltd. (1984) 56 Com Cas 457) (Andh Pra) and B. Viswanathan v. Seshasayee Paper and Board Ltd., (1992) Com Cas 136 (Madras) cited by the petitioner observed that various High Courts took the view that when there was a bona fide dispute regarding the debt then the Company Court would normally order the winding up of the company. On analysing the facts the company Court found that the company had accepted certain claims of the Coffee Board and in turn had made certain counter claims against the Board. Ultimately the Court observed to the effect that the Coffee Board is a 'creditor' coming within the purview of Section 434 of the Companies Act. That means the Court took the view that the Coffee Board is satisfied of the ingredients of Rule 101 for substitution in order to prosecute the Company Petition. The Court further observed that in consideration of larger public interest also the substitution claimed shall be allowed. Finally the Court directed the Coffee Board to make necessary amendments to the petition for winding up. 5. However, the learned Counsel for the appellant company challenged the above findings of the learned Company Judge. He reiterates the plea that the Coffee Board is not a 'creditor' and therefore it is not entitled to file an application under Section 434 of the Act for winding up of the Company. He further adds that this is not a case where the company is unable to pay the debt and hence S. 433 (e) is not attracted. Likewise the provisions contained in S. 434 are also not attracted in this case. His further case is that inasmuch as Coffee Board is neither a creditor nor a contributory it is not entitled to invoke Rule 101 of the Rules. 6. In order to appreciate the real issue involved in this case it would be highly necessary to examine the provisions contained in Sections 433, 434 and 439 of the Act and also Rules 101, 102, 103 and 104 of the Rules. Section 433 prescribes the circumstances in which the company may be wound up by the Court and those circumstances are found in clauses (a) to (f). Section 433 prescribes the circumstances in which the company may be wound up by the Court and those circumstances are found in clauses (a) to (f). In the present case, we are concerned with the circumstances provided in clause (e), that is to say, the company may be wound up by the Court if it is unable to pay its debts. Section 434 contains a legal fiction when a company shall be deemed to be unable to pay its debts. Section 434(1)(c) is to the effect that a company shall be deemed to be unable to pay its debts if it is proved to the satisfaction of the Court that the Company is unable to pay its debts and in determining whether the company is unable to pay its debts the Court shall take into account the contingent and prospective liabilities of the company. Section 439 contains the provisions as to the application for winding up. In this case we are concerned with sub-section (1)(b) thereof which is to the effect that an application to the Court for the winding up of a company shall be by petition presented by any creditor or creditors including any contingent or prospective creditor or creditors. Thus Sections 433, 434 and 439 deal with applications by the creditor or creditors for winding up of the company by the Court. 7. The substitution of a creditor for original petitioner is specifically dealt with in Rule 101 which runs thus : 101. Thus Sections 433, 434 and 439 deal with applications by the creditor or creditors for winding up of the company by the Court. 7. The substitution of a creditor for original petitioner is specifically dealt with in Rule 101 which runs thus : 101. Substitution of creditor or contributory for original petitioner- Where a petitioner,- (1) is not entitled to present a petition, or (2) fails to advertise his petition within the time prescribed by these rules or by order of court or such extended time as the Court may allow, or (3) consents to withdraw the petition, or to allow it to be dismissed, or the hearing to be adjourned or fails to appear in support of his petition when it is called on in Court on the day originally fixed for the hearing thereof, or any day to which the hearing has been adjourned, or (4) if appearing, does not apply for an order in terms of the prayer of his petition, or where in the opinion of the Court there is other sufficient cause for an order being made under this rule,- the Court may, upon such terms as it may think just, substitute as petitioner any creditor or contributory who, in the opinion of the Court, would have a right to present a petition, and who is desirous of prosecuting the petition. The provisions contained in this rule are more or less akin to the provisions contained in Order XXIII, Rule 1A of the Code of Civil Procedure. The underlying cause to be considered under this provision is whether the person applying for transposition has a substantial question to be decided as against any of the other defendants whereas under Rule 101 the prime cause is whether the creditor who seeks substitution would have a right to present a petition for winding up. 8. When we analyse Rule 101 it would be crystalline that the Court has discretionary power to substitute as petitioner any creditor or contributory who in the opinion of the Court would have the right to present the petition. The said power can be exercised upon terms as the Court may think fit and proper in the circumstances of the case. There are four specified situations in this rule which authorise the Company Court to order allowing substitution. The said power can be exercised upon terms as the Court may think fit and proper in the circumstances of the case. There are four specified situations in this rule which authorise the Company Court to order allowing substitution. The provisions contained in clauses (1) to (4) of Rule 101 are alternative and not conjunctive. If any one of the situations occurs, it ipso facto constitute sufficient cause. If any other circumstance other than those specified in the rule exists in a given case, then the Court can evaluate whether such circumstance would constitute 'sufficient cause', and if the answer is in the affirmative then the Court can order substitution. Thus the discretionary power conferred on the Court to order substitution is very wide. 9. Now we will pass on the Rules 102 to 104. Rule 102 provides the procedure to be followed by the Company Court after allowing substitution. Where the Company Judge makes an order substituting a creditor or contributory as the petitioner in a winding up petition he shall adjourn the hearing of the petition to a date to be fixed by him and direct such amendments of the petition as may be necessary. Such creditor or contributory shall within seven days from the making of the order amend the petition accordingly and file two clean copies thereof together with an affidavit in duplicate setting out the grounds on which he supports the petition. Rule 103 deals with affidavit in opposition and 104, affidavit in reply. These rules not only apply to the petition for winding up but also apply to a petition amended as per Rule 102 after allowing the substitution. That means, as against the amended petition filed by the petitioner the respondents will have the right to file an affidavit in opposition under Rule 103. This is obvious because what are the matters incorporated in the petition would be known only after the copy of the amended petition is received by the respondents. The amended petition shall be treated as the petition for the winding up of the company and shall be deemed to have been presented on the date on which the original petition was presented in terms of the provisions contained in Rule 102. The amended petition shall be treated as the petition for the winding up of the company and shall be deemed to have been presented on the date on which the original petition was presented in terms of the provisions contained in Rule 102. Rule 104 provides that an affidavit intended to be used in reply to the affidavit filed in opposition to the petition shall be filed not less than two days before the day fixed for the hearing of the petition and a copy of the affidavit in reply shall be served on the day of the filing thereof on the person by whom the affidavit in opposition was filed or his advocate. What is revealed from this rule is that the petitioner can file reply to the affidavit filed in opposition and that is equally available in the case of a petition amended pursuant to the order of substitution under Rule 102. In the present case it is uniformly submitted by the counsel on both sides that an amended petition had been presented to the Court as required under Rule 102 but the appellant-company had not filed the affidavit in opposition as required under Rule 103. 10. The sole question which we are concerned is whether the learned Company Judge is justified in passing an order allowing substitution of the Coffee Board as the petitioner in the above company petition. As observed earlier Rule 101 confers wide discretion on Court to substitute as petitioner any creditor or contributory who in the opinion of the Court would have the right to present a petition. This would indicate that when the Court is prima facie satisfied from the circumstances of the case that the petitioner has a right to file a petition for winding up it shall allow him to be substituted as petitioner in the winding up petition. Though substitution is not automatic it can be allowed if the Court is prima facie satisfied of the case. That means, no final conclusion of the question may be necessary at the stage of substitution because even after the substitution the opposing parties have the right to oppose the amended petition under Rule 103. The main opposition just as in the present case would always be that the substituted petitioner is not a creditor or contributory who is not entitled to file an application for winding up. The main opposition just as in the present case would always be that the substituted petitioner is not a creditor or contributory who is not entitled to file an application for winding up. What Rule 101 suggests is that in order to allow substitution the Court must be of the opinion that such person would have a right to present a petition. Under Section 439(1)(b) a petition for winding up may be presented by any creditor including a contingent or prospective creditor. The above provisions would sufficiently indicate that even after the substitution of a creditor as petitioner, the opposing party can produce sufficient evidence to establish that he is not a creditor or a contingent or prospective creditor who would have a right to present a petition for winding up. 11. It is brought to our notice that the Bombay High Court in Harakchand Manaraj v. Emerald Woollen Mills Pvt. Ltd., (1990) 68 Com Cas 702 dismissed an application for substitution on the ground that when the company had paid all its creditors there could be no inference that the company was unable to pay its debt. While holding so, the Court observed that substitution is not automatic and does not ipso facto follow upon an application made in that behalf on the mere allegation that a company is unable to pay its debts, but depends on the facts and circumstances which would vary from case to case. It further observed that the Court must sue whether a case for substitution is made out and the paramount test is to see whether the applicant for substitution is one who could have made out a case for admission of a petition for winding up if independently filed. Finally the Court observed : "speaking prima facie, the applicants are not creditors of the company". That shows that the application for substitution was dismissed as the applicants failed to make out a prima facie case that they are the creditors of the company. It may be possible to argue that this is only an observation and the question as such has not been decided. Whatever that be, we are subscribed to the view that substitution is not automatic and it is not ipso facto follow upon the application made in that behalf. It may be possible to argue that this is only an observation and the question as such has not been decided. Whatever that be, we are subscribed to the view that substitution is not automatic and it is not ipso facto follow upon the application made in that behalf. We are also of the view, what is required is only a prima facie satisfaction of the Court for ordering substitution under Rule 101. 12. As pointed out above, the underlying question is whether the Company Court is prima facie satisfied that the Coffee Board is a creditor who would have a right to present a petition for winding up. The Company Court has placed reliance on the averments contained in paragraph 6 of the counter affidavit filed on behalf of the company. What revealed from the counter affidavit is that the company had accepted certain claims of the Coffee Board but at the same time certain counter claims had been made against the Coffee Board. In this context it may be noticed that an Auditor had been appointed to verify the accounts as per the order of the Court dated 1-10-1996. It has come out from the pleadings that various amounts are due from the company to the Coffee Board and from Coffee Board to the company. From the findings entered by the learned Company Judge for ordering substitution, it is axiomatic that a prima facie case had been made out that the Coffee Board is a creditor who is entitled to file a petition for substitution under Rule 101. In that view of the matter, this appeal filed by the Company is liable to be dismissed. 13. However, the appellant company is allowed to file an affidavit in opposition under Rule 103 as against the amended petition within the time that may be allowed by the company Court. The appeal is dismissed as above. No order as to costs. Appeal dismissed.