JUDGMENT R.L. Khurana, J.—The present petition has been preferred by Messrs Ranbaxy Laboratories Ltd., hereinafter referred to as the petitioner- company, under Sections 433, 434 and 439 of the Companies Act, 1956 (for short the Act) for the winding up of the respondent-company Messers Jerath Electronics & Allied Industries (P) Ltd. 2. The averments made in the petition, briefly stated, are these. The petitioner-company, which is primarily engaged in the business of manufacturing, marketing and distribution of various kinds of pharmaceutical bulk drugs and formulations, -diagnostic products and animal health care products, on 7.7.1997 placed an order with the respondent-company for the purchase, installation and the commissioning of a STIP make TOC Analyser worth Rs. 17,00,000/ - for its plant at Ganguwala, Tehsil Paonta Sahib, District Sirmaur. The respondent-company accepted such purchase order of the petitioner-company and agreed to sell, deliver, instal and commission the TOC Analyser within the stipulated time frame, that is, 8.8.1997. As per the terms of the supply, it was agreed that in the event of failure of the respondent-company to supply the Analyser by the due date, the petitioner would be entitled to liquidated damages at the rate of 0.5% per week subject to maximum of 5% for the period of delay. A sum of Rs. 8,50,000/- being 50% of the total cost was paid by the petitioner-company by cheque dated 9.7.1997. A further sum of Rs. 6,80,000/- representing 40% of the total cost was paid by the petitioner-company by cheque dated 30.7.1997 against proof of despatch. Thus, a total sum of Rs. 15,30,000/- stands paid to the respondent-company. 3. The respondent-company failed to supply, instal and commission the Analyser within the agreed stipulated period inspite of repeatedly having been called upon to do so. The respondent-company has been requesting for fresh dates for supply of the Analyser. Since the respondent-company failed to supply the Analyser even within the extended period, the purchase order was cancelled and revoked by the petitioner-company on 21.7.1998. The respondent-company was called upon to refund the sum of Rs. 15,30,000/-alongwith liquidated damages amounting to Rs. 85,000/- and interest amounting to Rs. 1,53,000/- at the rate of 24% per annum. 4. A notice under Section 434 of the Act was served upon the respondent-company calling upon it to pay the abovesaid amount within three weeks of the receipt of notice. 15,30,000/-alongwith liquidated damages amounting to Rs. 85,000/- and interest amounting to Rs. 1,53,000/- at the rate of 24% per annum. 4. A notice under Section 434 of the Act was served upon the respondent-company calling upon it to pay the abovesaid amount within three weeks of the receipt of notice. Despite such notice respondent-company failed to pay the amount due and to discharge its liability. 5. In seeking the winding up of the respondent-company, it has been averred by the petitioner-company that the respondent-company is commercially insolvent and unable to discharge its debts. It is, therefore, just and convenient that the respondent-company be wound up and an official liquidator be appointed to take over the affairs of the respondent-company. 6. The respondent-company, while resisting the petition has admitted that an order for the supply of Analyser was placed with it by the petitioner and that a sum of Rs. 15,30,000/- was received as advance by it from the petitioner-company. It has been pleaded that the respondent-company is not authorised to conduct any business or trading other than the ones specifically stipulated in the Memorandum. TOC Analyser is a pollution control equipment in which the respondent-company does not deal. The whole transaction is, therefore, void and not binding on the respondent-company. The conditions attached to the supply order were denied and it was averred that such conditions were never agreed to by the respondent-company. It was further averred that the petitioner-company was under pressure by the H.P. Pollution Control Board to check and control its pollution levels which was being discharged from their unit. Under such pressing and peculiar circumstances, the petitioner company requested the respondent-company to supply TOC Anlyser knowing fully well that the respondent-company was not authorised to deal in such business. When respondent-company refused to enter into any such transaction without prior approval of the Registrar of Companies, the petitioner-company requested the respondent company to cany out certain paper formalities in order to satisfy the Pollution Board that infact an order for TOC Analyser stood placed. The respondent-company took all the reasonable and possible steps to help the petitioner-company with the purchase and installation of the Analyser. The equipment, while on transit from Germany got damaged as a result, it had to be sent back for replacement. In addition there has been delay due to custom clearance. The respondent-company took all the reasonable and possible steps to help the petitioner-company with the purchase and installation of the Analyser. The equipment, while on transit from Germany got damaged as a result, it had to be sent back for replacement. In addition there has been delay due to custom clearance. The amount received from the petitioner-company stands paid to STIP Germany towards the supply of Analyser. The replaced equipment has since been received in India. The petitioner-company is itself responsible for the delay since it had cancelled the supply order. The petitioner-company was, therefore, entitled to neither the refund of the amount nor to the damages nor to interest. The respondent-company further pleaded that it was ready to supply the equipment provided the petitioner was ready and willing to pay the current prevailing price. 7. I have heard the learned Counsel for the parties and have also gone through the record of the case. 8. Before a company can be ordered to be wound up in a petition filed under the Act, the court has to be satisfied that the petitioner has been able to make out a case for winding up. Inability to pay debt is one of the grounds on which a company can be ordered to be wound up. However, the court has always to bear in mind that the petition under the Act is not used as a coercive method of recovering debts. Unless the creditor proves that the debt in unequivocal terms, an order of winding up cannot be made. Similarly, if a dispute is raised by the respondent-company and such dispute is bona fide, the company petition is liable to be dismissed. 9. In Madhusudhan Gordhandas and Co. v.Madhu Woollen Industries Put Ltd., (1972) 42 Cmp. Cas 125 (SC), it has been held by the Honble Apex Court that when the debt is bona fide disputed and the defence is substantial one, the court will not wind up the company. The court further observed that the defence of the respondent-company has to be in good faith and one of substance. 10. A learned single Judge of the Bombay High Court in Bombay Metropolitan Transport Corporation Ltd. v. Employees ofB.M.T.C (CIDCO), (1990) 69 Comp. Cas. 465 (Bom), has held that it is well established that a petitioner should not be allowed to take recourse as a means to recover debts from the company. 10. A learned single Judge of the Bombay High Court in Bombay Metropolitan Transport Corporation Ltd. v. Employees ofB.M.T.C (CIDCO), (1990) 69 Comp. Cas. 465 (Bom), has held that it is well established that a petitioner should not be allowed to take recourse as a means to recover debts from the company. It is not the legitimate way to enforce payment of debts which are bona fide disputed by the company and cannot be used as a weapon to pressuarise and coerce a company to make payment. 11. The apex Court also in Principle in Amalgamated Commercial Traders (P) Ltd. v. A.C.K. Krishnaswami, (1965) 35 Comp. Cas. 456 (SC), has held that a winding up petition is not a legitimate means of seeking to enforce payment of a debt which is bona fide disputed by the company. A petition filed ostensibly for winding up order but really to exercise pressure will be dismissed and under circumstances may be stagmeatised as a scandalous abuse of process of the court. 12. In Azeet Interntional v. HPHMPC, 1998 (3) Comp. L.J. 324, this Court also has expressed the same view. 13. The above principles of law are to be applied in each and every case having regard to the facts and circumstances of that case. No hard and fast rule can be laid down for arriving at a conclusion whether the dispute raised by the company is a bona fide one, or whether it is substantial and real dispute. 14. In the present case admittedly an order for the supply of STIP make TOC Analyser worth Rs. 17,00,000/- was placed by the petitioner company with the respondent company on 7.7.1997. It is also admitted that a sum of Rs. 15,30,000/- stands paid by the petitioner-company. It is also not disputed that the Analyser has not been supplied till date. 15. According to the petitioner-company, as per the terms of the supply order the Analyser was to be supplied by 8.6.1997, which the respondent-company has failed to supply by the stipulated date. 16. It may be stated that the petitioner-company has not produced any written agreement which the parties had entered into either before or at the time of placing the supply order or at any time thereafter making the time to be the essence of the supply order. 16. It may be stated that the petitioner-company has not produced any written agreement which the parties had entered into either before or at the time of placing the supply order or at any time thereafter making the time to be the essence of the supply order. There is also nothing on the record to show that on the failure of the respondent-company to supply the Analyser by 8.8.1997, the respondent-company was liable to pay damages for the delayed period and/or interest as claimed by the petitioner-company. 17. The respondent-company right from 12.9.1997 has been explaning the reasons for the delay in the supply of Analyser which was to be imported by it from its principal from Germany. The amount received by the respondent-company from the petitioner-company is stated to have been paid to STIP of Germany towards the cost of Anaylser. 18. The respondent-company has raised a dispute, inter alia, on the following points:-— (a) Whether time was the essence of the contract? (b) Whether the petitioner-company is entitled to the refund of the amount paid? (c) Whether the petitioner-company is entitled to damages as claimed? (d) Whether the petitioner-company is entitled to interest and if so, at what rate? and (e) V/hether the delay in the supply of the Analyser is attributable to the respondent-company. 19. In my opinion, in the absence of any agreement between the parties, the disputes which the respondent-company has raised, as detailed above, cannot be treated and termed as fictitious or frivolous. There appears to be sufficient justification in the claim of the respondent-company that the disputes raised are bona fide disputes. Therefore, it cannot be held that the respondent-company has failed to pay the debt due from it. 20. Resultantly, the present petition fails and is hereby dismissed. No orders as to costs. Petition dismissed.