Statutory service compliance prevents presumption of inability to pay; bona fide dispute and intact substratum bar just-and-equitable winding up.

Strict compliance with statutory service requirements negates the presumption of inability to pay arising from service of a statutory demand; because the notices were not served at the registered office the statutory presumption under section 163(i) cannot be invoked. Independently, a taxed attorneys' bill was shown to be bona fide disputed and the other asserted claim raised doubt as to its character and limitation, so petitioners failed to prove inability to pay under section 162(v). On the equitable head, the company's substratum survives and no irredeemable deadlock was shown, so just-and-equitable winding up under section 162(vi) is not warranted.

---

---

Issues: (i) Whether the petitioners have established that the company is unable to pay its debts within the meaning of section 162(v) of the Indian Companies Act, 1913, including reliance on the presumption under section 163(i); (ii) Whether it is just and equitable to wind up the company under section 162(vi) of the Indian Companies Act, 1913.

Issue (i): Whether the company is unable to pay its debts and whether petitioners may rely on the statutory presumption arising from service of a statutory demand under section 163(i) of the Indian Companies Act, 1913.

Analysis: The statutory notices were not served at the company's registered office as it stood on the relevant date; service was effected at an alternate address to which the Registrar had not been notified. The formal requirements for service under section 163(i) are strictly applied. Independently of the presumption, the petitioners relied on specific debts: an attorneys' taxed bill and a sum asserted under the memorandum. The attorneys' claim was shown to be bona fide disputed on the evidence and circumstances of representation. The decree-based claim raises difficulties as to its character as a debt of the company and limitation.

Conclusion: The petitioners cannot invoke the presumption under section 163(i). On the evidence, there is a bona fide dispute as to the attorneys' claim and doubt as to the other claim; the petitioners have not proved inability to pay debts under section 162(v).

Issue (ii): Whether winding up is just and equitable under section 162(vi) on grounds of breakdown of the company's substratum or deadlock in management.

Analysis: The company's substratum (the estate) remains in existence and in the company's possession. Although family disputes persist and changes in office-bearers are contested, it is not shown that the company's objects are impossible of performance or that a complete irreparable deadlock has arisen. The presence of a majority shareholder and the availability of majority-driven corporate remedies weigh against invoking the equitable winding up jurisdiction merely because the compromise has not resolved family differences.

Conclusion: The petitioners have not established that it is just and equitable to wind up the company under section 162(vi).

Final Conclusion: The petition is dismissed and the winding up relief is refused; the statutory and equitable grounds for compulsory winding up are not established in the circumstances.

Ratio Decidendi: Strict compliance with statutory service rules defeats the presumption of inability to pay under section 163(i); a bona fide dispute as to debt precludes winding up for inability to pay; and equitable winding up under the just and equitable head requires either loss of the company's substratum or an irredeemable deadlock preventing attainment of the company's objects.

---