Judgment Ashim Kumar Banerjee, A.C.J. The parties to the above Appeal entered into a contract in which the Appellant was supposed to act as agent of the respondent to help them in giving appropriate advice and act as their agent for which they would claim Retainer fees. The appellant would contend, a sum of Rs. 635583/- became due and payable on account of retainers fees apart from the bills for reimbursement of the actual cost of travelling and stay of the representatives of the appellants while acting on their behalf, aggregating Rs. 76,40,182/-. Appellant issued a notice of demand to the respondent. The respondent failed and neglected to pay despite issuing TDS Certificate issued for the said period. The company by their letter dated April 22, 2013 acknowledged the receipt of the letter and expressed their intention to resolve the issue through “amicable resolution”. The company’s advocate however reserved their right to reply to the notice in future, meaning thereby, in case the dispute could not be resolved amicably they would contest the claim. The fact remains, there was no resolution of dispute, at least, we do not find so. The appellant issued further notice on November 22, 2013. In the said notice the appellant claimed a sum of Rs. 63,05,538/- only along with a sum of Rs. 4,32,660/- on account of service tax aggregating to Rs. 67,38,183/-. The company replied by their letter dated December 26, 2013 to the extent, they would repudiate any liability whatsoever that should be deemed to have been traversed and denied. Based on the aforesaid claim the appellant filed a winding up petition. The respondent contested the proceedings by filing affidavit in opposition. They would deny the entire claim. According to the company some time in February 2010 the Company participated in a joint venture for establishment of oil tankage for Libya Oil Holding Company Limited in Africa, Europe and other countries with the appellant through their sister concern Sea Bed Offshore Private Company Ltd. Due to civil war/revolution in Libya the project did not materialise. The company would deny any transaction with the appellant in India. They would contend, time to time on the advice of Sea Bed money might have been canalised through the appellant, they did not have any independent transaction and/or contract with the appellant. The company would deny any transaction with the appellant in India. They would contend, time to time on the advice of Sea Bed money might have been canalised through the appellant, they did not have any independent transaction and/or contract with the appellant. There had been no independent commercial relations between the appellant on one hand and the Company on the other hand. By an order dated March 25, 2014 the learned single Judge dismissed the winding up petition. If we analyze the said decision we would find, according to His Lordship, there was material discrepancy in the pleadings. One statutory notice did not have any mention about the former one. The claim would also have material difference in the notices. The claim made out in the notice dated July 21, 2013 was given a complete go by in the notices dated November 20, 2013. The documents pertaining to travel bills would relate to foreign travel that could not have any nexus with any job within the country. The Email relied upon, would all relate to foreign travel. His Lordship observed, the winding up Court could not adjudicate the claim so made out in the petition for winding up and the same should be relegated to a suit. Hence this appeal by the appellant. Appearing for the appellant, Mr. Tilok Bose, Learned Senior Counsel would give up his claim for travel bills. He would insist, the winding up petition could be proceeded for retainer fees that became outstanding since in 2001. He would be prepared to wait for the travel bills that would be subject matter in a civil proceeding. He would heavily rely on the fact, no definite reply came from the company dealing with the claim of retainership. Moreover, the learned Advocate appearing for the company in his letter categorically wanted to resolve the dispute through “amicable resolution”. Hence learned Judge should have admitted the winding up petition restricted to the claim made out on account of retainers fees. Per contra, Mr. Pratap Chatterjee, learned Senior Counsel would strenuously contend, a petition for winding up could only be maintained by an unsecured creditor on a claim that would be just and the company would have hardly any defence to resist. In the instant case, the creditor was not definite to its claim. Altogether three winding up notices were given. One would have no co-relation with the other. In the instant case, the creditor was not definite to its claim. Altogether three winding up notices were given. One would have no co-relation with the other. The reply referred to by Mr. Bose asking for a amicable resolution would relate to the other transaction and in any event could not have any bearing on the issue. He would emphatically draw our attention to the last sentence where the company would reserve their liberty to contest the claim. On merits, Mr. Chatterjee would draw our attention to the agreement that the company had with Sea Bed. He would draw our attention to the email dated April 9, 2012 appearing at page 158 asking for reimbursement of the hotel expenses. According to him, such reimbursement of hotel expenses would relate to Sea Bed and had nothing to do with the appellant, although the company was asked to pay. He would rely upon the decision of this Court in the case of Jagannath Gupta and Company Private Limited vs. Mulchand Gupta reported in Volume 72 Calcutta Weekly Notes page 872. He would rely upon paragraph 29 and 30 in this regard. Replying to the contentions of the Mr. Chatterjee, Mr. Bose would refer to paragraph 8 and 13 of the petition where a clear case of retainer fees was made. According to him, since Learned Judge expressed doubt about the claim on account of travel bills he would not press for the same. However, the winding up petition could be admitted for the retainer fees. He would reiterate what he had stated during his argument at the initial stage. He would also refer to the emails annexed to the pleadings to establish his claim. We have considered the rival contentions. We fully agree with Mr. Chatterjee when he would contend, the petition for winding up bya creditor could only be maintained on a just claim that would hardly have any defence. From the facts so discussed above that we gather on a combined reading of the pleadings, we do not find any concluded contract to claim retainers fees. Moreover, the purpose for which the retainer fees were to be charged was also not clear. Mr. Bose would say, it was paid in the past. We can not brush aside Mr. From the facts so discussed above that we gather on a combined reading of the pleadings, we do not find any concluded contract to claim retainers fees. Moreover, the purpose for which the retainer fees were to be charged was also not clear. Mr. Bose would say, it was paid in the past. We can not brush aside Mr. Chatterjee’s contentions, such payment was nothing but a camouflage and, in fact, would relate to the Sea Bed Offshorte Ltd. Such argument would gain support when we find three winding up notices on the self-same claim that would have no co-relation with each other. Learned Judge rightly relegated the parties to the suit that would not deserve any interference. The appeal fails and is hereby dismissed. There would be no order as to costs.