S. B. SINHA, A. C. J. ( 1 ) THE instant appeal is directed against an order of the learned single judge dated November 3, 1998, in Company Petition No. 313 of 1998, whereby a company petition was admitted for the sum of Rs. 3,68,829. 56 and the company was directed to pay interest of 16 per cent, per annum till the filing of the application and thereafter 10 per cent, per annum till the entire dues are paid, in default it was directed that the petitioner/creditor shall be at liberty to publish an advertisement and the matter was made returnable 4 weeks after such publication. ( 2 ) THE company is the appellant before us which has deposited the principal sum of Rs. 3,68,830 in cash with the Registrar, original side of this court on November 23, 1998, pursuant to the conditional order of stay granted by this court on November 17, 1998, in the instant appeal. ( 3 ) ACCORDING to the appellant company the respondent creditor supplied to the company 1248 sheets being the goods contracted to be supplied by it but allegedly long after the stipulated time and it is alleged that by reason of the delay the company could not complete the works contract entrusted to it and suffered loss and damages in a sum of Rs. 12,46,849. 65. After giving credit to the said sum of Rs. 3,68,829. 56 due to the respondent a sum of Rs. 9,12,608. 50 is still said to be due and payable by the respondent creditor to the company. For the realisation of the said sum, a Money Suit No. 211 of 1998 has been filed by the appellant-company and is pending adjudication. ( 4 ) THE respondent filed the winding up petition on the ground that the said debt of Rs. 3,68. 820. 56 is due and payable by the company. ( 5 ) THE learned single judge after observing that the debt is not disputed by the company admitted the winding up petition and issued the directions as noted (supra ). With respect to the counter claim and the suit filed by the company, it was observed that the company court is not concerned with the same. ( 6 ) TRUE as contended by the respondent the sum of Rs. 3,68,820. 56 is admittedly due by the company to the respondent for the goods supplied to it. With respect to the counter claim and the suit filed by the company, it was observed that the company court is not concerned with the same. ( 6 ) TRUE as contended by the respondent the sum of Rs. 3,68,820. 56 is admittedly due by the company to the respondent for the goods supplied to it. ( 7 ) THE company has made a counter claim against the respondent-petitioner which cancels out the entire liability of the company and still substantial amount as claimed by the company remains outstanding due and payable by the respondent/petitioner. ( 8 ) THE only question for consideration, therefore, is whether the existence of a counter claim would constitute reasonable excuse for non-payment. What has to be seen in the present case, therefore, is whether the counter claim set up by the company is prima facie valid and bona fide. The company filed the suit even before the petition for winding up was filed by the respondent. The company has demonstrated its bona fides as also the financial capacity to pay its just debts by depositing the principal sum Rs. 3,68,829. 56 in cash with the Registrar, original side of this court. Whether the company will succeed in establishing the case or not will depend on the result of the money suit filed by it. ( 9 ) WE are, in the circumstances, of the view that there is no neglect to pay the debt of the petitioning creditor and that there is reasonable excuse for nonpayment. We are fortified in our said view by J. N. Roy Chowdhury (Traders) P. Ltd. v. Jainti Enterprises [1987] 61 Comp Cas 504 (Cal) and Federal Chemical Works Ltd. , In re [1964] 34 Comp Cas 963 (All ). ( 10 ) IN the circumstances, we hold that winding up proceeding cannot be allowed to proceed, the orders passed by the learned single judge under appeal are accordingly set aside. ( 10 ) IN the circumstances, we hold that winding up proceeding cannot be allowed to proceed, the orders passed by the learned single judge under appeal are accordingly set aside. ( 11 ) SUBJECT to and depending upon the result of the said suit we direct that the amount held by the Registrar, original side of this court shall be paid to the respondent upon his furnishing security/guarantee to the satisfaction of the learned Registrar which shall be kept alive and subsisting till the disposal of the suit, failing which the said sum shall be continued to remain in fixed deposit in a nationalised bank and interest accrued thereof on the said sum shall be held by the Registrar to be paid to such party as may be held entitled to the same depending upon the result of the Money Suit No. 211 of 1998 pending on the file of the City Civil Court at Calcutta. The appeal is according disposed of. No costs.