Winding-up for disputed interest claims fails where the alleged debt is not definite, ascertained, and undisputed.

Interest on the value of goods was not shown to arise from any binding contractual stipulation, signed contract, or books of account establishing an ascertained mercantile liability. The court treated section 61(2)(a) of the Sale of Goods Act and section 3 of the Interest Act as provisions governing civil recovery claims, not as an automatic basis for interest in winding-up proceedings. Winding-up jurisdiction was held to be unavailable where the alleged debt was uncertain, disputed, and inconsistent as to amount and commencement date, since that remedy cannot substitute for a money suit. The petition was therefore rejected because no definite, undisputed company debt was proved.

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Issues: (i) Whether the respondent was liable to pay interest on the value of the goods supplied and whether such liability was a bona fide, ascertained and undisputed debt; (ii) Whether the respondent-company was liable to be wound up for inability to pay the claimed amount.

Issue (i): Whether the respondent was liable to pay interest on the value of the goods supplied and whether such liability was a bona fide, ascertained and undisputed debt.

Analysis: The claim to interest was not supported by a binding stipulation in the contract documents or invoices, and the alleged sales contract was not signed by the respondent. The petitioner's own records did not establish that interest had been charged in its books on the mercantile and double-entry basis referred to in section 209 of the Companies Act, 1956. The provisions in section 61(2)(a) of the Sale of Goods Act, 1930 and section 3 of the Interest Act, 1978 were held to confer discretion on a civil court in proceedings for recovery of money or damages and not to create an enforceable basis for interest in winding-up proceedings.

Conclusion: The respondent was not shown to be liable for interest on an ascertained and undisputed basis, and the claim for interest was rejected.

Issue (ii): Whether the respondent-company was liable to be wound up for inability to pay the claimed amount.

Analysis: Winding-up jurisdiction was held not to be a substitute for a suit for money recovery. The claim itself was inconsistent and uncertain as to the amount and date from which interest was alleged to run, and the admitted principal had been substantially dealt with. The petition also suffered from a procedural defect under rule 21 of the Companies (Court) Rules, 1959, though the dismissal was not rested on that ground. On the materials, the debt was not proved as a definite and undisputed winding-up debt.

Conclusion: The company was not liable to be wound up on the basis of the claim made.

Final Conclusion: The petition failed because the alleged interest liability was not established as a definite company debt and the winding-up remedy could not be used to enforce a disputed money claim.

Ratio Decidendi: A winding-up petition lies only for a definite, ascertained and undisputed debt, and cannot be used as a substitute for adjudicating or recovering a disputed claim for interest or money that properly belongs in civil proceedings.

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