Just and equitable clause permits equitable intervention in company law where shareholder relations, deadlock or fraud undermine the company. The just and equitable clause functions as an equitable overlay on statutory company rights, enabling courts to order winding up when equitable considerations make continued corporate existence inappropriate. It is not confined to statutory categories and typically applies where the company's history or shareholder relationships, a paralysing functional deadlock, or a justifiable lack of confidence exist; it also covers bubble companies and companies fraudulent in inception operating without real capital.