Just and equitable winding-up refused where petition pursues sectional objective and internal remedies remain available.

Petitions for winding up were dismissed because they were brought to further sectional, extraneous objectives and not to protect members generally; the court applied the just and equitable principle and required demonstrable lack of probity or exhausted internal remedies, which petitioners failed to prove. Allegations relating to defensive share issuance and entrenchment did not establish misconduct. The court further held that registrar jurisdiction under separate fraud-investment provisions may inform its view but does not create a new ground for winding up; reliance on that registrar power therefore failed.

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Issues: (i) Whether a winding-up order should be made against Surrey Garden Village Trust Ltd. on the "just and equitable" ground under Section 222 of the Companies Act, 1948; (ii) Whether the court should treat the circumstances falling within Section 10(1) and (2) of the Prevention of Fraud (Investments) Act, 1958 as justifying a winding-up order by analogy.

Issue (i): Whether a winding-up order should be made on the just and equitable ground under Section 222 of the Companies Act, 1948.

Analysis: The petitioners sought winding up to remove opposition to a proposed sale and to enable disposal of holdings at enhanced prices; the petitions were brought primarily to facilitate a sectional, extraneous objective rather than to protect the interests of members as such. Authorities require a strong case before bypassing the society's internal remedies and a justifiable lack of confidence in management grounded on probity relating to company affairs. Allegations of improper issuance of shares and entrenchment were examined; the issuance of shares occurred largely as a defensive measure and was not shown to involve lack of probity. Other available remedies and the society's continued utility to a number of members were relevant considerations.

Conclusion: The petitioners did not establish that winding up was just and equitable; the petition on this ground is dismissed. (Decision adverse to petitioners; in favour of respondents.)

Issue (ii): Whether Section 10(1) and (2) of the Prevention of Fraud (Investments) Act, 1958, or the registrar's powers thereunder, justify a winding-up order by analogy.

Analysis: Section 10 confers jurisdiction on the registrar and does not create a new ground of jurisdiction for the court to wind up a society. While circumstances giving registrar jurisdiction may be a factor the court can consider, the section does not expand the court's substantive powers or create a new category of substratum cases. The registrar had expressed no present intention to intervene.

Conclusion: Section 10(1) and (2) of the Prevention of Fraud (Investments) Act, 1958 does not provide a basis for the court to order winding up by analogy; the petitioners' reliance on that section fails. (Decision adverse to petitioners; in favour of respondents.)

Final Conclusion: Both petitions for winding up are dismissed as oppressive and an abuse of process and because the substantive tests for winding up on the just and equitable ground were not satisfied.

Ratio Decidendi: A court will not order winding up on the just and equitable ground where the petition is brought to further a sectional or extraneous objective, where internal remedies remain available, where management has acted bona fide in the society's perceived interests, and where a statutory provision conferring powers on the registrar (Section 10 of the Prevention of Fraud (Investments) Act, 1958) does not itself create a new ground for court-ordered winding up.

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