Just and equitable winding up may proceed where prima facie mismanagement, diversion of assets, and loss of substratum are shown.

A winding-up petition may be advertised on the just and equitable ground where the pleaded facts, if proved, could justify dissolution and show a fair possibility of success on full investigation. The just and equitable ground is not confined by ejusdem generis to the other winding-up grounds and may cover a justifiable loss of confidence in management arising from lack of probity. The availability of oppression and mismanagement remedies, and the court's discretion under section 443(2), does not bar advertisement where the material prima facie suggests serious mismanagement, diversion of assets, cessation of the company's real business, and possible loss of substratum. The petition was therefore allowed to proceed.

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Issues: Whether the winding-up petition disclosed a prima facie case for advertisement on the ground that it was just and equitable to wind up the company, and whether the petition should nevertheless be withheld because alternative remedies were available under the oppression and mismanagement provisions.

Analysis: At the admission stage, the court is concerned only with whether the petition contains allegations which, if proved, would justify a winding-up order and whether the material shows a fair possibility of those allegations being established on full investigation. The just and equitable ground is not to be read ejusdem generis with the other grounds of winding up and may be invoked where there is a justifiable lack of confidence in the management founded on lack of probity in the conduct of the company's affairs. The existence of sections 397 and 398 and the discretionary power under section 443(2) does not bar advertisement where the facts prima facie indicate serious mismanagement, diversion of assets to the majority group, termination of the company's real business, and a possible disappearance of the substratum. On the material then before the court, the allegations were capable of proof and could not be rejected summarily.

Conclusion: The petitioners had made out a prima facie case under section 433(f) for advertisement of the winding-up petition, and the company's request to revoke admission and avoid advertisement was rejected.

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