Winding up on just and equitable grounds remains a last resort where management disputes and other remedies exist.

Winding up on just and equitable grounds is a last-resort remedy under the Companies Act, 1956, and should not be ordered where the dispute is essentially about management or where other remedies are more appropriate. On the material examined, the Delhi HC found no circumstances justifying the extreme step of closing the company by court order, and no case for winding up was made out.

---

---

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

Analysis: The petition was examined as one primarily seeking winding up under the Companies Act, 1956. The Court found that the material on record did not establish circumstances warranting the extreme remedy of winding up. It noted that winding up on just and equitable grounds is a last resort and should not be ordered where the dispute is essentially one of management or where other remedies are available and more appropriate. On the facts presented, the company's position did not justify its closure by court order.

Conclusion: No case for winding up was made out.

---