JUDGMENT : M.M. Das, J. - This application has been filed by M/s. Windson International, a proprietorship concern represented through its proprietor, Mrs. Chanda S. Khetawat u/s 433 read with Sections 434 and 439 of the Companies Act, 1956, with a prayer to pass an order for winding up of the opposite party-company-H.M. Electricals P. Ltd. 2. It is the case of the petitioner that it carries on wholesale business of electrical insulating materials and spares of transformers as well as electrical fittings, etc. The petitioner, since 1997, has been supplying various kinds of electrical insulating materials required for manufacturing and repairing of electrical transformers, to the opposite party-company. On various dates, on the basis of purchase orders placed by the opposite party-company, the petitioner supplied/delivered different electrical fittings to the opposite party-company and raised bills for the same on the opposite party-company. The bills were received by the opposite party-company without raising any objection. The opposite party-company also issued "C" Forms to the petitioner under the Central Sales Tax Act. The petitioner has alleged that an amount of Rs. 46,03,313 is outstanding against the opposite party-company to be paid by the opposite party-company on account of supply of the goods as stated above and out of the same, the opposite party-company has paid an amount of Rs. 37,30,139.77 leaving a balance of Rs. 6,82,077 towards the price of the goods as on June 30, 2004. In a meeting held on June 30, 2004, between the managing director of the opposite party-company and the proprietor of the petitioner, the opposite party-company admitted that the aforesaid amount is owed by it and proposed a payment scheme, whereby the opposite party-company shall arrange and pay the petitioner a sum of Rs. 2,82,077 within July 15, 2004, so as to reduce the outstanding to Rs. 4 lakhs and the petitioner shall continue to supply the materials in accordance with the purchase orders placed by the opposite party-company, payments for which shall be " made within 60 (sixty) days of the despatch along with 10 per cent, payments extra against the old outstanding and the entire amount of outstanding, shall be adjusted within June 30, 2005. 3. On such assurance, the petitioner accepted the proposal of the opposite party-company and agreed to supply the materials. The opposite party-company instead of making a payment of Rs. 2,82,077 only paid Rs. 3. On such assurance, the petitioner accepted the proposal of the opposite party-company and agreed to supply the materials. The opposite party-company instead of making a payment of Rs. 2,82,077 only paid Rs. 1,12,769.67 violating the understanding under annexure 4. It also did not send the letter of credit. The petitioner again supplied some materials from August 3, 2004, pursuant to a purchase order but no payments were received by it even after expiry of 60 (sixty) days. 4. This dispute, as it appears from the petition, continued for which the petitioner served a statutory notice as in annexure 10. A reply was sent to the same by the opposite party-company on May 5, 2005, intimating the advocate of the petitioner that some of the directors of the opposite party-company have tendered resignation, as a result of which, there is no board of directors, and, as such, the bank account of the opposite party-company is inoperative and reconstitution of the board of directors will take about 2 to 3 months. Thereafter, it appears that there were several correspondences made between the parties. But according to the petitioner an amount of Rs. 14,74,700.23 towards principal and Rs. 5,95,527 towards interest calculated at 21 per cent, per month as on March 31, 2005, is due on the opposite party-company, on the basis of which the petitioner has sought for an order for winding up of the opposite party-company. 5. After issuance of notice, the opposite party-company appeared and filed an objection in the form of counter affidavit, inter alia, taking the stand that the opposite party-company-H.M. Electricals P. Ltd., is solvent enough to discharge its liabilities and is a running concern. The annual turn over of the opposite party-company is Rs. 80 lakhs and so, there is no truth in the allegation that the opposite party-company is unable to pay the alleged dues of the petitioner. A valuation report given by a registered valuer has been annexed to the counter affidavit as annexure A. It has further been stated in the counter affidavit that the claim of the petitioner is disputed and denied and, as such, the same cannot be called as "debt" within the meaning of Section 433(e) of the Companies Act. 6. Various objections to the allegations made by the petitioner have been raised in the counter affidavit. 6. Various objections to the allegations made by the petitioner have been raised in the counter affidavit. It has been stated in the said counter affidavit that the managing director of the opposite party-company, namely, Shri Harmohan Das has acted as the managing director from the inception of the opposite party-company till September, 2005. Thereafter, he became the chairman of the said company. He was aged about 76 years on the date of filing of the counter in August, 2006 and suffering from old age ailments. On account of the above, it was decided that the wife of Shri Harmohan Das, namely, Smt. Sailabala Das, who was one of the directors of the company will look after the company and Mr. H.M. Das will sign all important documents including those to the bank and to the Government. Mr. H.M. Das used to sign all such documents as required. However, since due to high blood sugar, he was unable to see things clearly though the contents of documents were not divulged to him but he used to sign at particular places shown to him. Taking advantage of such situation, some people obtained the letters under annexure 1 series to the petition except letter dated July 14, 2004. It has, therefore, been stated that the opposite party-company cannot be bound by the letters under annexure 1 series. The orders, which were placed on the petitioner-firm, were signed by one Mr. P.K. Biswal and not by the managing director and the opposite party-company cannot be bound by the transaction between the said P.K. Biswal and the petitioner-firm. It has been averred that when Mr. H.M. Das was little better and again started functioning as managing director from July, 2004, he found some mischiefs to have been committed by unauthorised persons during the interregnum. Thereafter, a new board of directors was formed in December, 2004. After formation of the new board of directors, an inquiry has been made with regard to the claim of the petitioner and it also appears that the petitioner-firm wrote a letter on May 14, 2003, asking P.K. Biswal to send a format of letter of credit which contains the name and address of M/s. Lazer Corporation. 7. Mr. After formation of the new board of directors, an inquiry has been made with regard to the claim of the petitioner and it also appears that the petitioner-firm wrote a letter on May 14, 2003, asking P.K. Biswal to send a format of letter of credit which contains the name and address of M/s. Lazer Corporation. 7. Mr. Sanjit Mohanty, learned senior counsel appearing on behalf of the petitioner submitted that the dues having been admitted in annexure 4, where a mode of repayment was fixed, the opposite party-company cannot say that the amount due is not a "debt". He further submitted that the said annexure 4 has been signed by Mr. H.M. Das himself as managing director and, therefore, the disputes raised in the counter affidavit should not be accepted and an order for winding up of the opposite party-company should be passed. 8. Mr. Santosh Pattnaik, learned Counsel for the opposite party-company, on the other hand, submitted that in the rejoinder affidavit filed by the petitioner they having disputed assertion made in the counter affidavit, from the nature of pleadings itself, it would be evident that there is a bona fide dispute raised by the opposite party-company to the claim made by the petitioner and on that count alone, no order of winding up should be passed. According to Mr. Pattnaik, law has been settled that machinery for winding up of a company cannot be allowed to be utilised merely as a means for realising dues from a company and if the "debt" is bona fide disputed as well as the defence is a substantial one, the court should not pass orders for winding up. He relied upon the decisions in the case of Madhusudan Gordhandas and Co. Vs. Madhu Wollen Industries Pvt. Ltd., and Mediquip Systems Pvt. Ltd. Vs. Proxima Medical System GMBH. In the case of Madhusudan Gordhandas and Co. Vs. Madhu Wollen Industries Pvt. Ltd. the Supreme Court referring to various earlier decisions held as follows (page 131 of 42 Comp Cas): Two rules are well-settled. First if the debt is bona fide disputed and the defence is a substantial one, the court will not wind up the company. In the case of Madhusudan Gordhandas and Co. Vs. Madhu Wollen Industries Pvt. Ltd. the Supreme Court referring to various earlier decisions held as follows (page 131 of 42 Comp Cas): Two rules are well-settled. First if the debt is bona fide disputed and the defence is a substantial one, the court will not wind up the company. The court has dismissed a petition for winding up where the creditor claimed a sum for goods sold to the company and the company contended that no price had been agreed upon and the sum demanded by the creditor was unreasonable (see London and Paris Banking Corporation, In re [1874] L.R. 19 Eq. 444). Again, a petition for winding up by a creditor who claimed payment of an agreed sum for work done for the company when the company contended that the work had not been done properly was not allowed (see Brighton Club and Norfolk Hotel Co. Ltd., In re [1865] 35 Beav. 204). 9. Referring to the facts of the case under consideration in the aforesaid case of Madhusudan Gordhandas and Co. Vs. Madhu Wollen Industries Pvt. Ltd. the Supreme Court finding that the claims of the appellants are disputed in fact and in law and the company has given prima facie evidence that the appellants are not entitled to any claim for erection of work because there was no transaction between the company and the appellants or those persons in whose names appellants claimed the amounts and the company raised the defence of lack of privity, limitation, etc., applying the principles of law, the High Court was correct in refusing the order for winding up. 10. 10. Basically in a petition seeking winding up of a company on the ground of "debt" if it is found that the alleged "debt" has been bona fide disputed by the company and the dispute is substantiated by materials and/or the sole intention of the petitioner is to recover the amount of "debt" and the company sought to be wound up is solvent enough to clear the said "debt" but the exact amount of "debt" is disputed, if the company is a running concern where interest of various employees is involved who are earning their livelihood being engaged in the said company, the court should not pass order of winding up and leave the parties to work out their remedies under the common law forum. 11. In the case of Madhusudan Gordhandas and Co. Vs. Madhu Wollen Industries Pvt. Ltd. the Supreme Court taking note of various rules, which are followed by the court while hearing an application for winding up has taken note of one of such views which the court follows that if there is opposition to the making of the winding up order by the creditors, the court will consider their wishes and may decline to make the winding up order u/s 557 of the Companies Act, 1956. In all matters relating to the winding up of the company, the court may ascertain the wishes of the creditors. The wishes of the shareholders are also considered, though, perhaps, the court may attach greater weight to the views of the creditors. The law on this point is stated in Palmer's Company Law, 21st edition, page 742 as follows (page 132 of 42 Comp Cas): This right to a winding up order is, however, qualified by another rule, viz., that the court will regard the wishes of the majority in value of the creditors, and if, for some good reason, they object to a winding up order, the court in its discretion may refuse the order. 12. By now, it is well established that the principles on which the court acts are first that the defence of the company is in good faith and one of substance, secondly, the defence is likely to succeed in point of law and thirdly the company adduces prima facie proof of the facts on which the defence depends. 13. 12. By now, it is well established that the principles on which the court acts are first that the defence of the company is in good faith and one of substance, secondly, the defence is likely to succeed in point of law and thirdly the company adduces prima facie proof of the facts on which the defence depends. 13. Coming to the facts of the present case, on a reading of the averments made in the company petition and the counter affidavit along with documents annexed to the respective pleadings, it is clearly evident that some of the purchase orders have not been signed by the managing director-opposite party-company and the petitioner-firm has directly made correspondences with one Shri P.K. Biswal with regard to sending of the letter of credit. The letters under annexure 1 series have been disputed by the opposite party-company. The opposite party-company has also disputed the claim as raised by the petitioner. This Court finds that the dispute raised by the opposite party-company, which is sought to be wound up are bona fide and the defence is a substantial one. This Court also finds that the opposite party-company is a running concern which is solvent enough to clear "debts" after ascertainment of the same. 14. The machinery for winding up of a company cannot be allowed to be utilised merely as a means for realising debts due from a company and if the debt is bona fide disputed and the defence is a substantial one, the court will not wind up the company. 15. In view of such bona fide dispute raised by the opposite party-company, which appears to be substantial, this Court is not inclined to accede to the prayer made by the petitioner for issuing an order directing winding up of the opposite party-company. It is, however, open for the petitioner to approach the common law forum for recovery of any amount if due to be paid by the opposite party-company to it. In the event any such recovery proceeding is initiated, the court trying the suit shall not be influenced by any observations made above. The Co. Pet. application is accordingly disposed of.