Winding-up requires independent judicial adjudication; Board opinion alone cannot support a final company winding-up order.

A winding-up order cannot be sustained merely on receipt of the Board for Industrial and Financial Reconstruction's opinion; the Company Court must still follow the prescribed procedure and independently determine whether it is just and equitable to wind up the company. Here, notices had been issued after the Board's opinion, but no further adjudication was undertaken on the winding-up question. The Board's opinion was not conclusive and could only support continuation of proceedings, not a final order. The winding-up order was set aside and the matter was remitted to the Company Judge for fresh decision in accordance with law.

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Issues: Whether the winding-up order could be sustained when the Company Court had not conducted the required adjudication after receipt of the Board for Industrial and Financial Reconstruction's opinion and had not followed the procedure under the Companies law and Company (Court) Rules.

Analysis: The order under challenge showed that notices had been issued after receipt of the Board's opinion, but no further adjudication took place on the question whether it was just and equitable to wind up the company. The opinion of the Board was not conclusive and could only form the basis for continuation of winding-up proceedings. A final order of winding up could be made only after the Company Court followed the prescribed procedure and independently determined the issue in accordance with law.

Conclusion: The winding-up order was unsustainable and was set aside; the matter was remitted to the Company Judge to proceed in accordance with law and decide whether it is just and equitable to wind up the company.

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