Just and equitable winding up requires a strong member-based case; alleged mismanagement alone will not justify dissolution.

Winding up on the just and equitable ground requires a strong case grounded in the interests of members as such, and the court will not bypass the society's domestic forum merely because mismanagement is alleged. Even if misconduct is assumed, it is not enough without lack of probity or a genuine basis for concluding that the society has lost its substratum. The alleged share issue was treated as bona fide management action, better challenged in other proceedings, and section 10 of the Prevention of Fraud (Investments) Act, 1958 did not create a new winding-up ground or expand the just and equitable jurisdiction. The evidence did not show that the society had ceased to serve any useful purpose, so the petitions failed.

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Issues: Whether the societies should be wound up on the just and equitable ground, including whether lack of probity, the alleged loss of substratum, or the statutory reference to the Prevention of Fraud (Investments) Act, 1958 justified winding up.

Analysis: The petitioning shareholders sought winding up under the just and equitable provision, but the court held that a very strong case is required before bypassing the society's domestic forum. Misconduct or mismanagement, even if assumed, is not by itself enough. The alleged issue of shares was not shown to involve lack of probity; the management committee had acted bona fide in what it considered the society's interests, and any challenge to the share issue was better suited to other proceedings. Section 10 of the Prevention of Fraud (Investments) Act, 1958 was held not to confer a fresh ground for winding up and did not expand the just and equitable jurisdiction into a new category of substratum cases. The evidence also did not establish that the society had ceased to serve any useful purpose.

Conclusion: The petitioners failed to establish grounds for winding up, and the petitions were dismissed.

Final Conclusion: The court refused to make a winding-up order and treated the petitions as an improper attempt to achieve a sectional objective rather than a member-based remedy.

Ratio Decidendi: Winding up on the just and equitable ground requires a case based on the interests of members as such, and neither alleged mismanagement without lack of probity nor a statutory provision conferring powers on another authority creates a new basis for winding up.

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