Winding up on just and equitable grounds is a last resort where effective statutory remedies are available and maintainability can still be examined.

A petition for winding up on just and equitable grounds may be refused where an efficacious alternative statutory remedy is available and the petitioners act unreasonably in seeking winding up instead of that remedy. Reliefs alleging mismanagement, oppression, fraud and misappropriation were treated as interlinked with the winding-up prayer, and the statutory remedies under the Companies Act, 1956, including provisions dealing with investigation and oppression, remained relevant to maintainability. Prior admission of the petition did not prevent the court from examining jurisdiction and maintainability. Winding up was treated as a remedy of last resort, and the petition was held not maintainable.

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Issues: Whether the company petition seeking winding up on just and equitable grounds was maintainable in view of the availability of other statutory remedies and the bar under section 443(2) of the Companies Act, 1956, and whether the prior admission of the petition prevented consideration of maintainability.

Analysis: The reliefs sought for alleged mismanagement, oppression, fraud and misappropriation were found to be interlinked with the alternative prayer for winding up. The statutory scheme showed that the powers invoked for restraining fraudulent persons from management could operate only in the course of winding up, and that a petition on just and equitable grounds could be refused where some other remedy was available and the petitioners were acting unreasonably in seeking winding up instead of pursuing that remedy. The availability of remedies under sections 235, 237, 397, 398 and 399 of the Companies Act, 1956, as well as the limited relevance of the prior admission order made without prejudice to contentions on jurisdiction, meant that maintainability could still be examined. The principle that winding up on just and equitable grounds is a remedy of last resort, and not to be granted where efficacious alternatives exist, governed the decision.

Conclusion: The winding up petition was not maintainable and was liable to be dismissed.

Ratio Decidendi: A petition for winding up on just and equitable grounds may be refused under section 443(2) of the Companies Act, 1956 where an efficacious alternative statutory remedy is available and the petitioners are acting unreasonably in seeking winding up instead of pursuing that remedy; prior admission of the petition does not bar such scrutiny.

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