Kabhi Ravi Kumar and Guru are partners in a firm sharing profits in the ratio 3 is to 2 is to 2 is to 1 on 1st February 2017 Guru retired and the new profit sharing ratio decided between Kavi Ravi and Kumar was 3 is to 1 is to 1 on Gurus retirement of the firm was valued at rupees 360000 showing your working notes clearly pass necessary journal entries in the books of the firm for the treatment of goodwill on Guru retirement
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dispute would be substantial and genuine if it is bona fide and not spurious, speculative, illusory or misconceived. The Company Court, at that stage, is not expected to hold a full trial of the matter. It must decide whether the grounds appear to be substantial. The grounds of dispute, of course, must not consist of some ingenious mask invented to deprive a creditor of a just and honest entitlement and must not be a mere wrangle.
· It is settled law that if the creditor's debt is bona fide disputed on substantial grounds, the court should dismiss the petition and leave the creditor first to establish his claim in an action, lest there is danger of abuse of winding up procedure. The Company Court always retains the discretion, but a party to a dispute should not be allowed to use the threat of winding up petition as a means of forcing the company to pay a bona fide disputed debt.
· The solvency of a company cannot stand in the way of a winding-up petition if the company does indeed owe an unpaid debt to the creditor.
· The Company Court cannot be “maliciously” used as a “debt collecting agency”, and that “an action may lie in appropriate Court in respect of the injury to reputation caused by maliciously and unreasonably commencing liquidation proceedings against a company and later dismissed when a proper defence is made out on substantial grounds.” This judgment may ensure that a winding-up petition is scrutinised more carefully before it is admitted.
The petition for winding up to the Tribunal may be made by :-
1. The company, in case of passing a special resolution for winding up.
2. A creditor, in case of a company's inability