How dodgy is this?

Not a client of mine, would just like some confirmation of this though.

Ltd Company, 2 directors.  The father of 1 partner is an accounant (not qualified)

Has a lease in the name of the Ltd Coy, two directors are also named as is the father as joint guarantor.  30k p/a, for 5 years, no break clauses

The company has a substantial level of HMRC and other debts

In 2010 they could not afford to pay the staff, so issued 4 of them with B shares of circa 15,000 of 2p each, split between them.

In the accounts to 2011 there is a transaction that shows Goodwill introduced at £60,000 (non ammortised and not present before) and a note that says

"The company has introduced a goodwill revaluation during the year of £60,000.  This represents the value of the customer base which the company has built up and maintained"

The director's can no longer work together so I suggested to one of the director's (not the accountant's daughter) that the B shares were illegal and that the company could not generate goodwill internally and that the company was worthless.  The other Director has asked for a payoff and their names to be removed from the lease.

The response in the letter with the accounts and tax computations from the accountant regarding these concerns was

" you will appreciate the transaction with regard to goodwill compromises the staff selling their personal goodwill relating to the their customers to the company in exchange for B shares, which is a perfectly legal transaction and then you revaluing the goodwill from £20,000 to £60,000.  This has enabled the dividends to be covered and avoided the director's loan accounts becoming overdrawn and although this is a slightly mute point i am happy for this to pursue this on this basis"

The £40,000 was added into the P&L as a goodwill revalution and disallowed on the tax computation.

The staff did not declare a capital gain on their tax returns, nor have signed any paperwork.

I'd appreciate this transaction is illegal and confirmation that I'm not going mad.  Also if it is a dodgy as I think it is, where can I report an unqualified accountant to at HMRC?!