Winding up on just and equitable ground refused where alternative remedies existed and liquidation was not a last resort.

Winding up on the just and equitable ground will not be ordered where the petitioner has alternative remedies and the record does not justify the drastic remedy. The petition was primarily based on allegations of oppression and mismanagement, with winding up sought only as an alternative prayer. The court noted that the company was financially sound and that the materials did not show a condition warranting liquidation. It emphasised that winding up is a remedy of last resort, to be used only when no other efficacious remedy exists. On those facts, the petitioner failed to establish a case for winding up of the respondent-company.

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Issues: Whether the petitioner had made out a case for winding up of the respondent-company on the just and equitable ground.

Analysis: The petition was primarily founded on allegations of oppression and mismanagement, while the winding up plea was only an alternative prayer. The materials on record did not establish that the company was in such a condition that the drastic remedy of winding up was warranted. The court noted that the company was financially sound and that the petitioner had other remedies available to ventilate the grievance, and that winding up on the just and equitable ground is a remedy of last resort, to be invoked only when no other efficacious remedy exists.

Conclusion: The petitioner failed to make out a case for winding up of the respondent-company.

Ratio Decidendi: A winding up order on the just and equitable ground will not be granted where the petitioner has an alternative remedy and the facts do not justify the drastic remedy of winding up as a last resort.

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