Judgment ( 1. ) THIS is a company petition filed by petitioner under Section 433 (e) of the Companies Act, seeking winding up of the respondent company. ( 2. ) THE respondent is a company having its registered office at Dhar. It is engaged in the business of manufacture of tapes, fabrics, sack etc. in their Unit at Dhar. It is in the course of this day to day business activity, the petitioner claims to have done some job work as also sold certain goods to the respondents. It is the case of the petitioner that they having done some job work and supplied goods, had raised the bills on the respondent totalling Rs. 6,14,404 but respondent has not paid the same. Eventually on 3-9-1999, the petitioner sent legal notice under Section 433/434 of the Companies Act to the respondent calling upon them to pay the outstanding dues which according to petitioner had become payable, but dispute receipt of the notice, the respondent failed to pay the same and hence, petition is filed against the respondent for their winding up on the ground of their inability to pay the debt. The respondent on being served filed the return and denied their liability to repay the amount. Though while admitting the transaction, in question, the case of the respondent/company was as follows against the petitioner as pleaded in paras 4 and 5:- " para 4 - In reply to the Para No. 4, it is submitted that only bills were raised by petitioner company as per Annex-B against the goods supplied. There two bill Nos. EXPO/sal/02 and EXPO/sal/23 are dated 3-9-1998 and 8-9-1998 for Rs. 10,76,289 and Rs. 10,85,643. Out of these two bills, the bill-No. EXPO/sal/02, dated 3-9-1998 was paid in full and final settlement of same on 28-10-1998. After the difference in the amount raised by petitioner company vide bill No. EXPO/sal/02, dated 3-9-1998 (of Rs. 10,76,289) and the payment made by the respondent on 28-10-1998 vide DD No. 547675, dated 28-10-1998 (Rs. 10,47,488) is on account of Foreign Exchange Rate fluctuation. By the time first payment was made respondent company received complaint from the foreign buyer about the inferior quality produced by the petitioner company. The copy of complaint letter dated 16-11-1998 and 21-11-1998 received by respondent is enclosed herewith as Annexure-R/2. 10,47,488) is on account of Foreign Exchange Rate fluctuation. By the time first payment was made respondent company received complaint from the foreign buyer about the inferior quality produced by the petitioner company. The copy of complaint letter dated 16-11-1998 and 21-11-1998 received by respondent is enclosed herewith as Annexure-R/2. The petitioner company was informed vide the respondent companys letter No. NSL/ps/nrml/11/1032/98-99, dated 24-11-1998 regarding the inferior quality of the product manufactured by the petitioner company deviating from the specification contents in the work order (Annexure-R/1) enclosed as Annex-R/3. The petitioner company also communicated to us about labour agitation and that could be main cause of quality problem. The copy of petitioners E-mail dated 15-7-1998 enclosed as Annexure-R/4. Resultantly the petitioner has compensated to the foreign buyer for the inferior quality specification by the respondent the sum of Rs. 6,90,000. Knowing fully well this fact, the petitioner for reason best known to them has suppressed these facts from this Honble Court, which it has done intentionally. Thus the petitioner is guilty suppressing the material fact and the petitioner deserves to be dismissed on this ground also. 5. In reply to para No. 5, it is submitted that respondent repeatedly informed petitioner company as regards complain received from the foreign buyer. The relevant facts were already informed to petitioner by respondents as mentioned under para No. 4. In the light of disputes raised by respondent, it was not necessary reply to petitioner as all facts are already informed to petitioner company. " ( 3. ) THE respondent has thus, in substance denied the liability and has also denied that they have become insolvent or that they are unable to pay the alleged debt which according to them do not even fall within the meaning of the word "debt". It is further alleged that they having raised a bona fide dispute in relation to one isolated commercial transaction, the remedy of the petitioner lies in filing suit rather than to seek winding up of a running company. ( 4. ) HEARD Smt. M. Chafekar, learned counsel for the petitioner and Shri B. Pandya, learned counsel for respondent. ( 5. ) HAVING heard the learned counsel for the parties and having perused the record of the case, I find no merit in the petition and hence, it deserves to be dismissed. ( 6. ( 4. ) HEARD Smt. M. Chafekar, learned counsel for the petitioner and Shri B. Pandya, learned counsel for respondent. ( 5. ) HAVING heard the learned counsel for the parties and having perused the record of the case, I find no merit in the petition and hence, it deserves to be dismissed. ( 6. ) A petition for winding up is not a remedy which can be resorted to as of right. In other words, it is always regarded as a discretionary remedy. The Company Court is not bound to entertain the petition for winding up once filed, nor it is bound to allow winding up even if a case to that effect on facts is made out; it being a settled principle of law relating to winding up that winding up is in the nature of death of a Company and puts an end to all its activity for all time to come in future, the Court is under legal obligation to see that no running company be pushed into a winding up for one or two defaults. In other words, efforts must be to save the company from being wound up, if the case to that effect is made out on facts. It is for this purpose and keeping in view this objective, the legislature has enacted Sub-section (2) of Section 443 which empowers the Company Court to exercise powers while hearing a petition for winding up. Subsection 2 does empowers the Company Court to refuse to make an order of winding up, if it is of an opinion that some other remedy is available to the petitioners and that they are acting unreasonably in seeking to have the company wound up instead of pursuing that other remedy. ( 7. ) IN normal circumstances, the remedy of petitioner for recovery of Rs. 6,14,404 lies in filing civil suit under the general law on establishing his claim. It is essentially an isolated commercial transaction for supply of certain goods to the respondent company in its day to day working and running of company wherein some dispute has arisen. When the company has bona fide defence to raise as to why they declined to pay part of the company to petitioner and the same having been disclosed in the return, this Court would not entertain the petition for winding up of a running company. When the company has bona fide defence to raise as to why they declined to pay part of the company to petitioner and the same having been disclosed in the return, this Court would not entertain the petition for winding up of a running company. Indeed, this is a fit case where this Court relying upon Section 443 (2) ibid decline to entertain the petition and leave the petitioner to recover his dues by resorting to any other remedy as they may have in law, rather than to pursue a winding up of a running company. This Court cannot convert the proceedings of winding up in the proceedings alike the civil suit to decide, whether respondent company is liable to pay a sum of Rs. 6,14,404 and/or, if so on what basis. Such issues are not required to be gone into in winding up proceedings but are necessarily required to be gone into in civil suits. Merely, because the respondent happens to be a company within the meaning of the Companies Act by itself does not give any right to any person dealing with the company to apply for its winding up on the ground of non payment of their certain dues. The object and scope of winding up of a company under the Companies Act is entirely different. It cannot be seen and confined to the claim of petitioner only but has to be seen, judged and tested in its entirety such as nature of claim laid by the petitioner, the defence taken by the company in relation to claim, in question, the financial position of a company, its viability, commercial sustainability in the market, whether the debt is admitted by the respondent company or not, etc. It is always regarded as a petition not at the instance of one creditor but is regarded as petition in its representative capacity once admitted. It is essentially for these reasons, a rule of caution is provided by judicial pronouncement not to entertain the petitioners for winding up unless a very strong prima facie case is made out on facts else, it affects the very existence of company in commercial market. ( 8. ) LEARNED counsel for the petitioner contended that a case for winding up on the facts pleaded is made out. I do not agree to what is urged. ( 8. ) LEARNED counsel for the petitioner contended that a case for winding up on the facts pleaded is made out. I do not agree to what is urged. I have gone through the facts carefully, relied on by the learned counsel and find no merit in it. Once, I come to a conclusion that on the facts pleaded by the petitioner in the petition for seeking winding up of company, the respondent-company has come out with a bona fide and plausible defence, the issue must end here so far as entertaining of winding up the petition is concerned. It will be too disastrous for any running company to suffer an order of winding up for non payment of Rs. 6,14,404 and that too when it has certain reasons not to pay and secondly the alleged debt is not a debt admitted by the respondent. ( 9. ) IN view of aforesaid discussion, I do not find this petition to have any merit. It fails and is accordingly dismissed. No costs.