( 1 ) IN winding-up proceedings it is necessary to keep the following conditions in perspective -

(I) If there is a bona fide dispute and the defence is a substantial one, the Court will not wind-up the company.

(II) Where the debt is undisputed the Court will not act upon a defence that the company has the ability to pay the debt but the company chooses not to pay it.

(III) Where the defence of the company is in good faith and one of substance, and the defence is likely to succeed in point of law, and the company adduces prima facie proof of the facts on which the defence depends, the petition should be rejected.

(IV) The Court may consider the wishes of creditors so long as these appear to be justified.

(V) The machinery of winding-up should not be allowed to be utilised merely as a means of realising its debts. [for the above propositions see Pradeshiya Industrial and Investment Corporation of Uttar Pradesh Vs. North India Petro-Chemical Ltd. and Another, (1994) 2 comp LJ 50 (SC) in which the observation in Amalgamated Commercial Traders (P) Ltd. Vs. Krishnaswami, [1965] 35 Comp. Cas 456 (SC) and Madhusudan gordhandas and Co. Vs. Madhu Woollen Industries (P) Ltd. ,