Winding up requires a definite debt; an unascertained interest claim cannot establish commercial insolvency.

Winding up cannot be maintained on an unascertained or disputed claim for interest, because the creditor must show a definite, ascertained and due debt before commercial insolvency can be inferred. The principal amount had been substantially admitted and paid during the proceedings, leaving only the interest claim, which was not supported by a written agreement and remained discretionary at most under civil recovery principles. That interest claim could not found a winding up order, and the company was not shown to be commercially insolvent.

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Issues: Whether a company could be ordered to be wound up on the basis of an unpaid principal amount that had been paid during the proceedings, where the surviving claim was only for interest said to arise from goods supplied on credit, and whether such an unascertained interest claim could establish commercial insolvency.

Analysis: The petition for winding up was founded on alleged non-payment of the price of goods supplied on credit together with interest. The principal amount was substantially admitted and was paid, including during the pendency of the proceedings. The only surviving controversy related to interest. The Court held that in winding up proceedings the creditor must show a definite, ascertained and undisputed debt, and that a bona fide dispute or an unascertained claim defeats the petition. The provisions of the Sale of Goods Act, the Interest Act and section 34 of the Code of Civil Procedure concern the civil court's discretion to award interest in a suit for recovery of money, and do not create an enforceable right to interest for the purpose of proving a winding up debt. In the absence of a written agreement for interest, the claim for interest remained unascertained and could not be used to say that the company was commercially insolvent.

Conclusion: The claim for interest could not be treated as a definite and enforceable debt for winding up purposes, and the company was not shown to be commercially insolvent.

Final Conclusion: The winding up petition failed because the respondent-company had not defaulted in payment of any ascertained debt capable of founding an order for winding up.

Ratio Decidendi: A winding up petition cannot be maintained on the basis of an unascertained or disputed claim for interest, since winding up lies only where the debt is definite, ascertained and due, and the civil court's discretionary power to award interest cannot be invoked to establish commercial insolvency.

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