Bona fide debt dispute bars winding-up petition where liability and quantum are contested and arbitration is already pending.

A winding-up petition is not maintainable where the alleged debt is genuinely and substantially disputed, because the Company Court cannot use its summary jurisdiction to decide contested issues of contract performance, breach, liability, deductions, or exact quantum due. Commercial solvency is only relevant as an aid to assess whether the non-payment reflects a bona fide dispute, not as a separate ground. The existence of an arbitration clause and pending arbitral proceedings supports relegating the parties to the proper forum, rather than permitting winding-up proceedings to operate as pressure tactics. The petition was therefore held not maintainable, with the dispute left for arbitration or civil proceedings.

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Issues: Whether a winding-up petition is maintainable when the alleged debt is bona fide disputed, the amount due is uncertain, and the parties are already pursuing arbitration.

Analysis: A winding-up petition is not a legitimate means of enforcing payment of a debt that is genuinely and substantially disputed. Where the dispute is bona fide and not a mere pretext, the Company Court should not conduct a mini-trial or use its summary jurisdiction to adjudicate contested questions of contract performance, breach, liability, deductions, and the exact quantum due. Commercial solvency is relevant only as an aid to assess whether the refusal to pay stems from a bona fide dispute; it is not an independent ground by itself. The existence of an arbitration clause and pending arbitral proceedings further supports the conclusion that the parties should be relegated to the appropriate forum rather than allowing the winding-up process to be used as pressure tactics.

Conclusion: The winding-up petition was not maintainable because the debt and reciprocal liabilities were bona fide disputed and required adjudication in arbitration or civil proceedings.

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