Winding up as an extreme remedy is unavailable where oppression and mismanagement remedies can address the grievance.

Allegations of unauthorised reduction of share capital, oppression and mismanagement, and removal from management were treated as disputes better addressed under the remedies governing oppression and mismanagement. Winding up under section 433(f) of the Companies Act, 1956 was described as an extreme remedy, available only where there is no practical possibility of redressing the grievances. On the pleaded facts, the court found no just and equitable ground for winding up and held that the petition was not maintainable.

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Issues: Whether a petition for winding up was maintainable under section 433(f) of the Companies Act, 1956 on allegations of unauthorised reduction of share capital, oppression and mismanagement, and removal of the petitioners from management and the board.

Analysis: The allegations related to reduction of share capital and exclusion from management were held to fall within the domain of oppression and mismanagement. It was found that the proper remedies were available under the provisions governing such disputes and that winding up is an extreme remedy to be invoked only where there is no practical possibility of remedying the grievances. The circumstances pleaded did not establish a just and equitable ground for winding up.

Conclusion: The winding up petition was not maintainable under section 433(f) of the Companies Act, 1956 and was dismissed.

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