Winding up petition fails where only disputed interest remains and no contractual basis for the claim is shown.

A winding up petition based on inability to pay debts requires a clear, certain and undisputed debt. Where the principal amount has been paid and only an interest claim remains, the company court will not treat the proceeding as a recovery forum if the interest is not shown to arise from any pleaded contractual basis. On the facts stated, the petition did not disclose how the claimed interest was calculated, and the respondent's objection to that claim was bona fide. The petition was therefore not maintainable on the disputed interest claim and was disallowed.

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Issues: Whether a winding up petition could be maintained when the principal debt had been paid and only the claim for interest remained disputed, and whether such dispute was bona fide so as to defeat the petition.

Analysis: A petition for winding up on the ground of inability to pay debts requires the debt relied upon to be clear, certain, and not the subject of a bona fide dispute. On the pleadings, there was no written contract or pleaded basis for claiming interest at the asserted rate, and the petition itself did not disclose how the claimed amount of interest arose. The principal amount stood paid, and the surviving claim was only for interest, which was disputed by the respondent. In such circumstances, the company court would not convert the winding up jurisdiction into a forum for recovery or adjudication of an uncertain interest claim. The respondent's defence therefore disclosed a bona fide dispute.

Conclusion: The winding up petition was not maintainable on the disputed interest claim, and the petition was disallowed.

Ratio Decidendi: A winding up petition will fail where the debt relied upon is not clear and undisputed, and the only surviving claim is for interest that is bona fide disputed and not shown to arise from any pleaded or established contractual basis.

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