Winding up of sick company upheld when revival was unviable and the Board's view went unchallenged.

A sick industrial company may be ordered wound up where the Board's opinion that revival is not feasible is supported by the record and remains unchallenged by stakeholders. Here, the Court accepted factual findings that no acceptable revival scheme could be formulated, the company was unlikely to become viable in the foreseeable future, and its net worth could not cover accumulated losses within a reasonable time. On that basis, the company was treated as unable to meet financial obligations or achieve revival, and winding up was directed as just, equitable and in the public interest, with consequential liquidation steps including appointment of the Official Liquidator and safeguarding of assets.

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Issues: Whether the company should be ordered to be wound up on the basis of the Board's opinion under the Sick Industrial Companies (Special Provisions) Act, 1985 that revival was not feasible and winding up was just, equitable and in public interest.

Analysis: The Board had concluded that no acceptable revival scheme could be formulated, that the company was not likely to become viable in the foreseeable future, and that its net worth could not exceed accumulated losses within a reasonable time. The Court found no material to disagree with those factual conclusions, and no stakeholder had objected to them. On that basis, the Court accepted the Board's opinion that the company could not meet its financial obligations or become viable in the foreseeable future. The Court also directed consequential steps for liquidation, including appointment of the Official Liquidator, custody and safeguard of assets, publication of notice, and filing of the statement of affairs.

Conclusion: The company was rightly ordered to be wound up, and the liquidation process was set in motion with the Official Liquidator appointed to take further steps in accordance with law.

Final Conclusion: The decision conclusively determined that the company had no realistic prospect of revival and that liquidation was warranted on equitable and public interest grounds, with all consequential winding-up directions following.

Ratio Decidendi: Where the Board's opinion that a sick company is not viable and cannot be revived is supported by the record and remains unchallenged by stakeholders, the Court may accept that opinion and order winding up as just, equitable and in public interest.

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