N. K. JAIN, C. J. ( 1 ) THESE original side appeals are filed against the common order of the learned Single Judge dated 19-6-2002 passed in Company Petition Nos. 263 of 1999, 169 to 172, 12, 37 and 38 of 2000. ( 2 ) THE grievance of the learned Counsels for the appellants is that the learned Single Judge has not considered the case properly. The respondent-company was unable to pay its debt even after service of notice and the learned Single Judge has erred in not ordering winding up of the company and has not considered the case in M/s. Mitsugen glazes Limited, Bangalore v M/s. Varkey Overseas Trading Company private Limited, Bangalore and Another , in a proper way. Therefore, the order of the learned Single Judge is liable to be set aside and winding up order has to be passed. ( 3 ) BRIEF facts as alleged are: it is alleged that the respondent came forward with a scheme to develop and promote 699 classic farms providing various facilities in Sy. No. 14/1 of Kenchenahalli, Nelamangala Taluk, Bangalore District. The total cost of one farm was Rs. 1,48,000/- payable in 59 equal monthly instalments of Rs. 2,000/- each together with Rs. 10,000/- towards initial payment and Rs. 20,000/- as development charges payable in four instalments. Also the purchaser was entitled to 15% discount for outright purchase. It is further alleged that the appellants have paid certain amounts to the respondent as mentioned below and receipts for payment of the same are issued by the respondent and entries made in the passbook maintained for the purpose. The other facts in each case are: in O. S. A. No. 70 of 2002, the appellant paid the entire amount of Rs. 1,48,000/- between 9-7-1995 to 18-11-1998 i. e. , 19 months in advance before the completion of the scheme. But even after 20 months of full payment, the respondent did not execute sale deed. In O. S. A. No. 71 of 2002, the appellant agreed to acquire the farm land 011 outright purchase basis and paid a sum of Rs. 30,000/- on 6-7-1995 and Rs. 17,400/- on 23-12-1997. Even after lapse of 48 months, the respondent did not register the land and on demand a letter dated 20-7-1999 was sent stating that balance of Rs. 30,000/- on 6-7-1995 and Rs. 17,400/- on 23-12-1997. Even after lapse of 48 months, the respondent did not register the land and on demand a letter dated 20-7-1999 was sent stating that balance of Rs. 1,01,000/- was due for payment and the farm would be registered within one month, failing which the paid-up amount would be refunded. In O. S. A. Nos. 72 and 73 of 2002 the appellant paid a total sum of Rs. 1,22 000/- in 51 monthly instalments from 16-7-1995 to 11-9-1999 and 2 annual instalments of Rs. 5,000/- each and Rs. 10,000/- on 16-7-1995 as initial deposit. In O. S. A. No. 74 of 2002, the appellant paid a total sum of Rs. 86,000/- i. e. , Rs. 66,000/- in 33 monthly instalments from 19-8-1995 to 7-3-1998, two annual instalments of development charges of Rs. 5,000/- each and Rs. 10,600/- on 19-8-1995 as initial deposit. In O. S. A. No. 75 of 2002, the appellant paid total sum of Rs. 86,000/- i. e. , Rs. 66,000/- in 33 monthly instalments from 6-7-1995 to 7-3-1998, two instalments of annual development charges of Rs. 5,000/- each and rs. 10,000/- on 6-7-1995 as initial deposit. In O. S. A. No. 76 of 2002, the appellant paid a total sum of Rs. 1,31,000/- i. e. , Rs. 1,06,000/- in 53 monthly instalments from 19-6-1998 to 10-12-1999; 3 annual instalments of Rs. 5,000/- each and Rs. 10,000/- on 19-6-1998 as initial deposit. In O. S. A. No. 77 of 2002, the appellant paid a total sum of Rs. 1,31,000/- i. e. , Rs. 1,06,000/- in 53 monthly instalments from 1-7-1995 to 17-12-1999, 3 annual instalments of Rs. 5,0007- each and Rs. 10,000/- on 1-7-1995 as initial deposit. ( 4 ) THE contention raised arises out of the same scheme and failure to allot the farm lands as per the agreement. It is stated that despite respective notices under Section 434 of the Companies Act, the respondent-company has neither allotted the respective farm lands, nor refunded the amount with interest. The notice has also not been replied. Therefore, it is prayed that necessary order to wind up the company should be issued. The learned Single Judge has erred in rejecting the company petitions on the ground that at that stage it could not be held that the respondent-company has neglected to pay its debts. The notice has also not been replied. Therefore, it is prayed that necessary order to wind up the company should be issued. The learned Single Judge has erred in rejecting the company petitions on the ground that at that stage it could not be held that the respondent-company has neglected to pay its debts. It cannot be said that the company is unable to pay its debts or has neglected to pay the same and the appropriate remedy is to file a suit. ( 5 ) THESE cases are heard and disposed of by a common order, since the basic controversy involved in all these cases is the same. ( 6 ) SO far as the decision in M/s. Mitsugen Glazes Limited, supra, is concerned, it is not helpful. In this case, the learned Single Judge has ordered winding up holding that the company has not put forth any valid defence and never disputed the liability to pay the amount. In the appeal before the Division Bench, it is found once the liability has been admitted and payment not made within three weeks of the service of notice and the only dispute was regarding the rate of interest, that too having agreed to pay the entire amount along with interest at the rate of 21% in one of the letters, have not interfered in the order and held liable to pay admitted liability along with interest of 21%. Whereas, in the instant case some facility was assured on payment of some money as per the agreement. In absence of any clause for repayment and further dispute of liability regarding payment of due amount as per letter dated 20-7-1999 stating that there is a balance of Rs. 1,01,000/- was due for payment, the learned Single Judge has distinguished the case. ( 7 ) IN M/s. Shakli Prakash Metal Finishers Private Limited v M/s. Hindustan Machine Tools Limited, Bangalore and Another, the respondent-company deposited the amount and disputed the claim for interest and the petitioner withdrew the amount without prejudice to its rights. The Division Bench observed that any violation of the terms of the contract cannot ipso facto come within the purview of Section 433 of the act. The Division Bench observed that any violation of the terms of the contract cannot ipso facto come within the purview of Section 433 of the act. Further, it is not the legislative intent that Company Court should be converted itself into an ordinary Civil Court and proceed to hold a trial at the instance of individual claiming to be a creditor of the company on the basis of a contract. It was also observed that non-payment of bill amount under a contractual agreement could not be said to be an admitted debt, even when it was disputed. Ultimately, held the order of the Company Court refusing to order for winding up of the respondent-company was proper and need no interference. ( 8 ) THE Division Bench of this Court in Synopsys (Singapore) Private limited, Singapore v GPS Usha Private Limited, Bangalore, observed that the petition for winding up cannot be entertained where there is a serious dispute with regard to payment or non-payment of due and that in such cases winding up petition is not a proper mode of enforcing bona fide disputed debts. The Civil Court is the proper forum. ( 9 ) THE Apex Court in a number of cases has held that the winding up of company is not a legitimate means of settling a bona fide dispute with a company. A petition presented ostensibly for a winding up order, but meant to exercise pressure will be dismissed. The procedure under Section 433 of the Act is a summary procedure and the disputed questions of fact cannot be decided in a company petition. Moreover, one cannot take parallel proceedings. ( 10 ) A reference can be made to the decision of the Apex Court in amalgamated Commercial Traders Private Limited v A. C. K. Krishna swami, wherein, it was observed:"it is well-settled that a winding up petition is not a. legitimate means of seeking to enforce payment of debt which is bona fide disputed by the company. A petition presented ostensibly for winding up order but really to exercise pressure will be dismissed, and under certain circumstances may be stigmatised as a scandalous abuse of the process of the Court". ( 11 ) IN Kamadhenu Enterprises v Vivek Textile Mills Private Limited, wherein, their Lordships have observed:"the Court under Section 433 of the Companies Act is not a Court essentially meant for settling money disputes between parties. ( 11 ) IN Kamadhenu Enterprises v Vivek Textile Mills Private Limited, wherein, their Lordships have observed:"the Court under Section 433 of the Companies Act is not a Court essentially meant for settling money disputes between parties. The jurisdiction is to subserve the object of winding up the companies which have not paid their debts or which are unable to pay their debts. Therefore, the first prerequisite must be to establish prima facie a debt against the company. But when a claim or debt is disputed, the proper forum for that is a Civil Court". ( 12 ) ADMITTEDLY, the payment of money disputed between the parties cannot be settled under Section 433 of the Companies Act, whereas, it can only be invoked if a person has not paid the admitted debts and is unable to pay the same despite expiry of the statutory notice period. In other words, one prima facie, has to establish that there is an admitted debt against the company, otherwise if the claim or debt is in dispute, the proper remedy is to invoke Civil Court's jurisdiction. In O. S. A. No. 71 of 2002, for instance, on payment, some facility was assured and as per the letter dated 20-7-1999 raised a plea that Rs. 1,01,000/- was due for payment. ( 13 ) CONSIDERING the facts of the given case and applying the settled law, in the instance case, some facility was assured on payment of some money as per the agreement. Repayment clause is not in the agreement, more particularly the plea that payment is due, hence liability is disputed. Under the circumstances, the company petition for winding up of the company cannot be invoked. The appellants have a remedy to file a suit for specific performance or as advised accordingly. In view of this the argument of the learned Counsel is not tenable and is rejected. ( 14 ) THE learned Single Judge, by an elaborate order has not interfered. On consideration and as discussed, we find no error or illegality in the order passed by the learned Single Judge so as to call for any interference. Accordingly, O. S. A. No. 70 of 2002 and connected original side appeals are dismissed with no order as to costs. On consideration and as discussed, we find no error or illegality in the order passed by the learned Single Judge so as to call for any interference. Accordingly, O. S. A. No. 70 of 2002 and connected original side appeals are dismissed with no order as to costs. We make it clear that dismissal of these appeals and company petitions will not come in the way of the respective appellants to establish their rights, if any, against the respondent-company in Civil Court in accordance with law. --- *** --- .