( 1 ) THE petitioner has filed this petition under Section 433 (e) and Section 434 of the Companies Act,1956 (hereinafter to be referred as `the Act for short) praying for winding up of Som Distilleries and Breweries Ltd. , respondent herein. It is the case of the petitioner that respondent owes a sum of Rs. 1,23,04,312. 50 to the petitioner and it has failed to pay this amount even after statutory notice dated 7. 6. 2001 under Section 433 (e) of the Act was served upon the respondent. According to the petitioner, therefore, it is clear that the respondent company is unable to pay the debt. The circumstances under which the amount became due is stated in the petition by alleging that in or about July,1999 the respondent approached the petitioner to act as the respondent s advertisers and media managers to advertise the products of the respondent on various channels. Agreement for this purpose was entered into. Terms and conditions were recorded in the letter dated 29. 7. 1999. The advertisements were to be telecast on various channels at the rates approved by the respondent company and the petitioner was to get its commission thereon. The petitioner was to raise invoices every month in the manner indicated in the agreement and the amount was payable within 30 days from the end of the month in which the work was completed except in the case of TV and Radio where bills were payable within 15 days. Interest of 18% PA was provided for over due payments. Agreement was terminable by either party giving three months written notice. The petitioner company carried out its obligations by advertising products of the respondent company on various channels and raised invoices from time to time upon the respondent company aggregating Rs. 2,21,18,618. 50p. The respondent made on account part payments from time to time aggregating to a sum of Rs. 1,13,82,211/- and failed to clear the balance outstanding dues. The petitioner had called upon the respondent to make the payment but on one pretext or the other the respondent company failed and neglected to pay the outstanding sum. Discussions took place between the parties on 4. 12. 2000 and thereafter the respondent wrote letter dated 6. 12. 2000 admitting its liability by stating that respondents were drawing firm plans to clear the outstanding smoothly and were enclosing a demand draft in favour of the petitioner till the respondent send the petitioner their plan for whole payment. This draft was for Rs. 10 lakhs. However, vide letter dated 14. 12. 2000 the petitioner requested the respondent to give a payment plan and at least 50% must be cleared immediately as the petitioners were to make payment to various channels. After this letter the respondent made further payment of Rs. 15 lakhs to the petitioner and vide letter dated 5. 1. 2001 while acknowledging this payment the petitioner stated that outstanding amount was " over a crore of Rupees". Since according to the petitioner, no reply was given it was implied admission on the part of the respondent to aforesaid outstanding amount. It is also stated that thereafter the respondent wrote letter dated 16. 2. 2001 asking the petitioner to bear with the respondent as they were facing some difficulties and assured that they would start clearing the outstanding from 15. 4. 2001 and would pay full amount by 15. 5. 2001. This, contends the petitioner, also signifies the admission of liability on the part of the respondent. As amount was not paid even when some more reminders were sent by the petitioner, the petitioner sent legal notice dated 7. 6. 2001 in which it was specifically mentioned that for the period from September,1999 to May,2001 the petitioner had carried out work of advertising aggregating to a sum of Rs. 2,21,18,618. 50 against which only a sum of Rs. 1,13,82,211/- was paid leaving a balance of Rs. 1,07,36,407. 50 towards principle amount and after adding 18% interest, total amount payable was 1,23,04,312. 50. The resp