1966 (7) TMI 40

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....l of them are before court. Two, including the petitioner, holding 1996 out of a total of 4000 shares, are in favour of the winding up while the remaining four, holding 2004 shares, are opposed to it. A contributory coming under the just and equitable clause has generally an uphill task, for the statute establishes a domestic tribunal as between the members and the company and thus enables the members themselves by passing the requisite resolutions to determine whether there shall be a voluntary liquidation or whether the court shall be asked to make a compulsory order. The petitioner's course is not made any the less easy by the circumstance that the majority of the members holding the majority of the shares are opposed to the winding up. ....

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....p being passed. And, even if it be that the members had in mind a winding up when they resolved to sell all the assets of the company, nothing prevents them from changing their mind and deciding to continue the company if that is possible. The company owned six undertakings. Of these, only two have been sold, and even if it be, as alleged by the petitioner, these were the most substantial of the undertakings, that would not be a sufficient ground for a winding up order. The company was not formed for taking over and running any particular undertaking. It can still continue to run its four remaining undertakings and its objects are wide enough for it to take up new ventures. Even where the sole undertaking of a company has been actually sold....

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....dd that it is by no means established that the resolution of the 15th March, 1965, was passed with a view to put an end to the company. Exhibit R-8, the requisition for the extraordinary general meeting, exhibit R-3, the notice of the meeting, and exhibit R-9, the explanatory statement attached to the notice, suggest that the idea was to sell one of the assets of the company, namely, the Cherupanni Rubber Estate and/or other estates belonging to the company for the purpose of clearing its liabilities since there was little prospect of clearing the liabilities from the profits earned. There seems to be much substance in the case put forward by the company that the resolution authorising the sale of all the assets was designed to enable the b....