Winding up on just and equitable grounds requires a prima facie case, not mere grievances about management or mismanagement.

Winding up on the just and equitable ground was not made out because the materials showed, at most, grievances about management and possible mismanagement, not facts justifying the extreme remedy. Allegations on share allotment, remuneration, appointments, statutory meetings, borrowings, disclosures, and document supply were insufficient to establish a prima facie case. The Court treated winding up as a last resort and noted that alternative company law remedies, including relief for mismanagement, were available. The petitioner's delay in challenging the alleged resignation from directorship further weakened the claim for equitable relief, and the company petition failed on that basis.

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Issues: Whether the petitioner had made out a prima facie case for winding up the company on the just and equitable ground, and whether the alleged irregularities in management and company affairs justified recourse to winding up instead of alternative remedies.

Analysis: The petition invoked winding up under the just and equitable clause, but the material placed before the Court did not establish a prima facie case. The allegations concerning share allotment, remuneration, appointments, statutory meetings, borrowings, disclosures, and supply of documents were examined and found, at the highest, to disclose grievances of management or possible mismanagement, not facts warranting the extreme remedy of winding up. The Court emphasized that winding up is a last resort, that isolated or unsubstantiated complaints do not justify such relief, and that remedies under the company law framework, including relief for mismanagement, were available. The petitioner's own conduct, including the long delay in challenging the alleged resignation from directorship, also weakened the case for equitable relief.

Conclusion: The petitioner failed to show grounds sufficient to order winding up on just and equitable principles, and the company petition was not maintainable as a basis for that relief.

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