TaxTMI 
TaxTMI 
2016 (3) TMI 425
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.... Hansraj Khanna alongwith his three sons namely Hari Krishan Khanna, Siri Krishan Khanna and Raj Krishan Khanna in the year 1957 at Amritsar. It owned a textile manufacturing unit and its main business was of manufacturing woollen blankets and woollen fabric. Since it was a family business, other male members of the family on attaining majority were inducted as partners in the firm. On each inclusion, fresh partnership deeds were executed. Over the period of time, the firm expanded its business and set up wholly owned manufacturing units styled as M/s ASWM Spinning Mills, M/s Sommettex Fabrics, M/s Swadeshi Udyog, M/s Hansa Fabrics, M/s Amritsar Swadeshi Woollen Mills (Garments Division) and M/s Swadeshi Koreatex. In 1959, Shri Hari Krishan Khanna died and petitioner No.1 being his eldest son who was then a student was included as a partner in the firm. Petitioner No.1 joined the Indian Administrative Service in 1963 and during this service was the Chief Secretary, Government of Punjab. He retired as Chairman, Inland Waterways Authority of India in the year 2001 and then was working as Chairman, National Shipping Board, Government of India. Hansraj Khanna died in 1989 and a fresh p....
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....dence amongst the partners and therefore, in order to sort out the problem, there was no need to form a company. They could sign a Memorandum of Understanding (MOU) to divide the assets in partnership concern itself. Thereafter, the idea of formation of a company was given up and steps were initiated to divide the assets within the partnership itself. Accordingly, a draft MOU/Family settlement was signed by heads of all the four branches of the family on 5.8.2004. Several rounds of discussions were held among the partners for implementation of the draft memorandum/family agreement for division of assets by draw of lots. However, some of the partners conspired to disregard the decision not to form a company and to divide the assets within the partnership itself by draw of lots. The petitioners had executed a general power of attorneys in favour of Siri Krishan Khanna for the running of the business of the firm M/s Amritsar Swadeshi Woollen Mills in the years 1969, 1978 and 1981. The said general power of attorney was only for exclusive running of the business and for no other purpose. Thereafter, petitioner No.3 had specifically revoked his power of attorney in the year 1989 which h....
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...., Vinod Krishan Khanna was acting as Vijay Krishan Khanna's GPA as the GPA of 1969 had been revoked in 1989 and was repeatedly recognized as such by all partners particularly Siri Krishan Khanna. Hence after 1989, Siri Krishan Khanna had no authority to act on behalf of Vijay Krishan Khanna at the time of signing MOA/AOA on 21.1.2005. When on 24.2.2005, Siri Krishan Khanna first informed the petitioners that the partnership had been converted into a company and that GPAs of the petitioners had been used to sign on their behalf, petitioner Nos. 1 and 2 Vinod Krishan Khanna and Vimal Krishan Khanna asked Siri Krishan Khanna to return their GPAs immediately because they did not want them to be again misutilised for any other purpose. Hence again fraud was played on the petitioners. Instead of returning the GPAs used for registration, Siri Krishan Khanna returned to petitioner Nos. 1 and 2 the GPAs dated 27.12.1997 which had nothing to do with registration of the company. In nut shell, the company was incorporated in complete disregard of the mandatory provisions of sections 13, 15, 26 and 30 of the Act. The petitioners who were the original partners of the firm were left out and h....
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....also challenged the change made by the land revenue department in the revenue records in favour of the company by representing themselves as partners of the firm. They have also filed their claims for compensation as partners of the firm before the Sub Divisional Magistrate-1, competent authority, National Highways Act, 1956. The incorporation of the company cannot be challenged on any ground in view of Section 35 of the Act. The petitioners had already agreed that the partnership firm was a joint stock company within the meaning of section 566 of Part IX of the Act and that the said joint stock company be got registered under Part IX of the Act. The partnership firm was converted into joint stock company by adopting the procedure laid down in Part IX of the Act. The certificate of incorporation dated 24.1.2005 issued by Registrar of Companies clearly states that the company is registered under Part IX of the Act. The company stands properly incorporated even in view of the provisions contained in Section 565 of the Act because the holding of the petitioners is only 21% as compared to 79% holding of the other members. Section 565 of the Act clearly provides that the assent of the m....
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.... had not made any allegation against the respondent company or against the working of the company or there was any averment in respect of the period after the respondent company was incorporated. On these premises, prayer for dismissal of the petition has been made. 4. I have heard learned counsel for the parties and perused the record. 5. The petitioners have preferred the company petition seeking winding up of the respondent-company-M/s Amritsar Swadeshi Textile Corporation (P) Limited under Section 433(f) of the Act on the ground of "Just and equitable". The core issue arising in this Company Petition is whether it would be appropriate to wind up the respondent-company M/s Amritsar Swadeshi Textile Corporation (P) Limited under Section 433(f) of the Act on the ground of "just and equitable". 6. It would be expedient to refer to Section 433(f) of the Act which reads thus:- "433. Circumstances in which company may be wound up by Court - A company may be wound up by the Court- xx xx xx xx xx (a) to (e) xx xx xx xx xx (f) if the Court is of the opinion that it is just and equitable tha....
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.... the issue of winding up of a company on just and equitable ground, the Gujarat High Court in Re: Atul Drug House Limited, (1971) 41 Company Cases 352 (Guj.) elaborately discussing the issue had observed as under:- "As regards the last ground, it should be kept in mind that when a winding-up petition is made under section 433(f) on the cause of just and equitable ground, the petition to exercise such jurisdiction must be filed with absolute candour. Section 443(2) in terms enacts that where the petition is presented on the ground that it is just and equitable that the company should be wound up, the court may refuse to make an order of winding-up, if it is of opinion that some other remedy is available to the petitioners and that they are acting unreasonably in seeking to have the company wound up instead of pursuing that other remedy. In the context of section 443(2) which is applicable when the ground for winding-up is under section 433(f) that it is just and equitable to do so, it would be the bounden duty of the petitioners to disclose the material facts as to the alternative remedies which they have availed of or which are available to them. It is only this disclosure....
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....ny being conducted either in a manner which is oppressive to any members of the company or in a manner which is prejudicial to the interests of the company or to public interest. When the state of affairs of the company were required to be investigated by the minority group by applying under section 408, this material fact ought to have been disclosed in the petition. The petitioners have never cared to disclose this fact in the petition. Mr. Divan vehemently argued that there was no deliberate suppression and this might have been overlooked and, for such an inadvertent omission, the extreme penalty of rejecting the petition should not be imposed on the petitioners. Mr. Divan in this connection pointed out that some reference to this application under section 408 is made by the petitioners by relying upon the admissions which have been made by the majority group in that application. Such a causal reference would hardly meet with the relevant requirement that there should be the averment that the petitioners had preferred a complaint before the Company Law Board and had availed of the alternative remedy in that connection for remedying the state of affairs by appointment of two addi....
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....e jurisdiction of the Company Law Board under section 397 and can file civil suit for seeking relief. To my mind, the remedy of winding up is not the answer, and, therefore, the petition as such is not maintainable under section 433(f) of the Act." 9. "Just and equitable" principle cannot be used as an instrument to wind up a company on mere allegations. Various judicial pronouncements have held that unless the court is compelled by circumstances, an order for winding up a company on just and equitable ground should not be made. No body can seek winding up as a matter of right. It is a discretion vested with the company court to be exercised with due diligence because the court has summary jurisdiction and it cannot go into complicated questions of fact which are disputed by the respondents. Under just and equitable clause, the interest of the applicant is not of predominant consideration. The interest of the shareholders of the company as a whole, interest of the creditors, lenders, workers and the public at large has to be kept in mind. The relief under Section 433(f) of the Act based on just and equitable clause is in the nature of last resort when other remedies are not effi....
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.... any contributory or contributories; or (d) by all or any of the parties specified in clauses (a), (b) and (c), whether together or separately; or (e) by the Registrar; or (f) in a case falling under section 243, by any person authoised by the Central Government in that behalf. (2) A secured creditor, the holder of any debentures (including debenture stock), whether or not any trustee or trustees have been appointed in respect of such and other like debentures, and the trustee for the holders of debentures, shall be deemed to be creditors within the meaning of clause (b) of sub- section (1). (3) A contributory shall be entitled to present a petition for winding up a company, notwithstanding that he may be the holder of fully paid-up shares, or that the company may have no assets at all, or may have, no surplus assets left for distribution among the shareholders after the satisfaction of its liabilities. (4) A contributory shall not be entitled to present a petition for winding up a company unless- (a) either the number of members is reduced, in the case of a public company, below seven, and, in the case of a private com....
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....istence on the first day of May, 1882 , including any company registered under Act No. 19 of 1857 and Act No. 7 of 1860 or either of them or under any laws or law in force in a Part B State, corresponding to those Acts or either of them; and (b) any company formed after the date aforesaid, whether before or after the commencement of this Act, in pursuance of any Act of Parliament other than this Act or of any other Indian law (including a law in force in a Part B State), or of any Act of Parliament of the United Kingdom or Letters Patent in force in India, or being otherwise duly constituted according to law, and consisting of seven or more members; may at any time register under this Act as an unlimited company, or as a company limited by shares, or as a company limited by guarantee; and the registration shall not be invalid by reason only that it has taken place with a view to the company's being wound up: Provided that- (i) a company registered under the Indian Companies Act, 1882(6 of 1882), or under the Indian Companies Act, 1913(7 of 1913), shall not register in pursuance of this section; (ii) a company having the liability of its members limite....
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....rd shall be had to the number of votes to which each member is entitled according to the regulations of the company. (3) Nothing in this section shall be deemed to apply to any company the registered office whereof at the commencement of this Act is in Burma, Aden or Pakistan 566. Definition of "joint- stock company". (1) For the purposes of this Part, so far as it relates to the registration of companies as companies limited by shares, a joint stock company means a company having a permanent paid up or nominal share capital of fixed amount divided into shares, also of fixed amount, or held and transferable as stock, or divided and held partly in the one way and partly in the other, and formed on the 1. The words" or in the State of Jammu and Kashmir" omitted by Act 62 of 1956, s. 2 and Sch. (w. e. f. 1- 11- 1956 ). principle of having for its members the holders of those shares or that stock, and no other persons. (2) Such a company, when registered with limited liability under this Act, shall be deemed to be a company limited by shares. 567. Requirements for registration of joint- stock companies. Before the registration in pu....
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.... (2) The provisions of sections 17 and 19 with respect to an alteration of the objects of a company shall, so far as applicable, apply to any alteration under this section with the following modifications:- (a) there shall be substituted for the printed copy of the altered memorandum required to be filed with the Registrar a printed copy of the substituted memorandum and articles; and (b) on the registration of the alteration being certified by the Registrar, the substituted memorandum and articles shall apply to the company in the same manner as if it were a company registered under this Act with that memorandum and those articles, and the company' s deed of settlement shall cease to apply to the company. (3) An alteration under this section may be made either with or without any alteration of the objects of the company under this Act. (4) In this section, the expression" deed of settlement" includes any deed of partnership, Act of Parliament of the United Kingdom, Royal Charter or Letters Patent, or other instrument constituting or regulating the company, not being an Act of Parliament or other Indian law." 11. Section 35 of the Act de....
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....rd in them about formation of a company. These GPAs stood revoked. The terms of the GPAs were required to be read and seen. These were unregistered GPAs and therefore, could not be used for transferring the right, title and interest in the assets of the partnership firm. The GPAs were executed decades earlier by the petitioners only for regulating the day to day functioning of the partnership firm in their absence. (ii) The basis of incorporation of a company is partnership deed dated 2.4.2004 whereas the Articles and the Memorandum differ from the scheme contained in the partnership deed. The partnership deed dated 2.4.2004 is signed by all the three petitioners individually. The terms agreed upon in the partnership deed were unilaterally changed/replaced by the Memorandum and Articles by the respondents without the knowledge of the petitioners. (iii) There was no authority to the Chartered Accountants to act on behalf of the petitioners. (iv) Fraud vitiates every action and one should not be allowed to reap profits of his misdeeds. (v) The documents - Forms 18, 31, 39, letter dated 24.1.2005 by Mr. Mehra, resolution dated 2.2.2004 and par....
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....us documents/Annexures to substantiate and corroborate the aforesaid contentions. 13. To support these contentions, learned counsel for the petitioners relied upon the following pronouncements:- (a) Sri Arthamari Transport (P) Limited and others vs. K.P.Swami, AIR 1966 Madras 231; (b) Hind Overseas Pvt. Limited vs. Raghunath Prasad Jhunjhunwalla and another, (1976) 3 SCC 259; (c) Needle Industries (India) Limited and others vs. Needle Industries Newey (India) Holdings Limited and others, AIR 1981 SC 1298; (d) Syed Abdul Khader vs. Rami Reddy and others, AIR 1979 SC 553; (e) G.V.Sreerama Reddy and another vs. Returning Officer and others, AIR 2010 SC 1323; (f) K.M.Mani vs. P.J.Antony and others, AIR 1979 SC 234; (g) Krishan Kumar vs. Nand Lal, 2011(1) RCR 970 (Civil) (P&H); (h) Shiba Shankar Mohapatra and others vs. State of Orissa and others, AIR 2010 SC 706; (i) Firm Mathra Das Jagan Nath vs. Firm Jiwan Mal Gian Chand, AIR 1928 Lahore 196; (j) Timblo Irmaos Limited, Margo vs. Jorge Anibal Matos Sequeira and another, (1977) 3 SCC 474; (k) Naresh Chandra Sanyal vs. Calcutta Stock Ex....
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....ompany court. ix) The provisions of Sections 13, 15, 26 and 30 of the Act are not attracted in the instant case. Moreover, in view of Section 35 of the Act, no such plea is available to the petitioners more particularly as it raises questions of fact which are seriously disputed by the respondents. Support was gathered from the following judgments:- (a) Salim Akbarali Nanji and others vs. Union of India and others, 2003 Company Cases 141; (b) Rama Sundari Ray vs. Syamendra Lal Ray, (1947) 2 ILR Calcutta Series 1; (c) Smt. Somawanti and others vs. The State of Punjab and others, AIR 1963 SC 151; (d) In re Barned's Banking Company (Peel's case), 1867 Volume II Chancery Appeals 670; (e) Moosa Goolam Ariff vs. Ebrahim Goolam Ariff, 1912 Volume XL ILR Calcutta Series 1 (f) Hammond vs. Prentice Brothers Limited, 1920 Chancery Division 201; (g) Vali Pattabhirama Rao and another vs. Sri Ramanuja Ginning and Rice Factory P. Limited and others, (1986) 60 Company Cases 568; (h) Oswal Fats and Oils Limited vs. Additional Commissioner (Administration), Bareilly Division, Bareilly and others, (2010) 4 SCC....
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....vidence that the company was authorized to be registered under Part VII, and although it may be that if prior to the substitution of section 1 of the Act of 1900 for sections 18 and 192 of the Act of 1862, now in turn replaced by section 17 of the Act of 1908, it could have been established that at the date of registration, no partnership or association capable of registration was really in existence, the conclusiveness of the certificate, by analogy to the decision in the case of In re National Debenture and Assets Corporation (1) might have been challenged - a point on which I entertain the gravest doubt, having regard to the very different wording of sections 18 and 192 of the Act of 1862 - I am satisfied that it is not now open to the plaintiff to go behind the certificate in this case and that the court of appeal never intended the observations relied upon to apply, even as the statute law then stood, to a company then already registered under Part VII and possessed of the evidence declared by statute to be conclusive of the fact that it was a company authorized so to be registered." 18. In Moosa Goolam Ariff's case, it was recorded thus: "8. The provisions of ....
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....y work out their remedies and have redressal of their grievances as provided for under different provisions of the Act, the last resort being winding-up. Normally, this remedy should not be resorted to, unless the other equally efficacious remedies provided by the Act are exhausted. Further, a company registered under the Act is a legal person separate and distinct from its individual members. An incorporated company has separate existence and law recognises it as a juristic person separate and distinct from its members. In K.Mohan Babu vs. Heritage Foods India Limited, 2001(5) ALD 800, it was observed by the Andhra Pradesh High Court as under:- "28. Section 433 of the Act deals with several circumstances in which company may be wound up by the Court and the opening words of the provision "A company may be wound up by the Court" clearly go to show that the provision itself is discretionary, discretionary in the sense, judicious discretion only. Section 433(f) of the Act specifies "if the Court is of the opinion that it is just and equitable that the company should be wound up". What is the meaning of the words 'just and equitable'. In Davis Co. v. Brunswick (Austra....
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....on the Court to make a winding-up order even if the Court forms the opinion that it was just and equitable to do so. The use of the word "may" creates a further discretion in the Court to order or not to order a winding-up. The discretion cannot be exercised arbitrarily or according to one's own will or whim. It has to be regulated by law and the well-known rules of equity in order to assist the taw, allay its rigour, advance the remedy and to relieve against abuse". 21. Further, it has been authoritatively held that a company is a social institution having duties and responsibilities towards the community in which it functions and one of the paramount objectives is to bring about maximization of social welfare and common good. This necessarily involves reorientation of thinking with regard to the duties and obligations of the company not only vis-a-vis the shareholders but also vis-a-vis the rest of the community affected by its operations such as workers, consumers and the government representing the society. The Apex Court pointed out as far back as in 1950's in Chiranjit Lal Chaudhary vs. Union of India, AIR 1951 SC 41 as under:- "We should bear in mind that....
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....ts and thinkers regard a company as a living, vital and dynamic, social organism with firm and deep rooted affiliations with the rest of the community in which it functions. It would be wrong to look upon it as something belonging to the shareholders. It is true that the shareholders bring capital, but capital is not enough. It is only one of the factors which contributes to the production of national wealth. There is another equally, if not more, important factor of production and that is labour. Then there are the financial institutions and depositors, who provide the additional finance required for production and lastly, there are the consumers and the rest of the members of the community who are vitally interested in the product manufactured in the concern. Then how can it be said that capital, which is only one of the factors of production, should be regarded as owner having an exclusive dominion over the concern, as if the concern belongs to it? A company, according to the new socio-enconomic thinking, is a social institution having duties and responsibilities towards the community in which it functions...." 23. It is settled principle of law that winding up is a remedy of....
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....o be allowed to be used and the party concerned should be directed to proceed by way of a regular suit." Reference was made by the learned Judge to the following decisions In re: Greater Britain Products Development Corporation Ltd. (1924) 40 ITR 488. Jagan Nath v. Gopi Chand AIR 1915 Lahore l00, Bhagut Singh v. Piur Bus Service Lid. Amritsar, In the matter of Delakht Tea Co. Ltd. , PEOPLE'S Insurance Co. Ltd v. C.R.E. Wood & Co. Ltd. and Public Passenger Service Ltd. v. M. A. Khader and to a passage in Volume 6 of Halsbury's Laws of England Third Edition at page 218 which reads :- "If the Court thinks that the case, by reason of its complexity or on the ground that there are matters requiring investigation or otherwise, could more satisfactorily be dealt with by an action, the court will decline to make an order on a motion, without prejudice to the right of the applicant to institute an action for rectification." 26. In Marina World Shipping Corpn Limited's case (supra), it was again noticed by the Delhi High Court :- "17. A Company Court under Section 10 of the Companies Act, is a Court of limited jurisdiction and adjudicates and decides only those matter....
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....on of the court filed replication in which the documents which were already rejected by this court vide order dated 17.8.2006 were relied upon. They incorporated all the pleadings which were not allowed to be added by way of amendment to the original petition vide order dated 27.1.2010 by this Court. The position of law in this behalf is well settled. In M/s Anant Construction's case (supra), it was held by the Delhi High Court :- "23. The law of pleadings does not require a plaintiff to file a replication merely denying the allegations made in the written statement. Failure to file a replication cannot be treated as an admission of the plea in the written statement. Veemsekhara v. Amirthavalliammal, Laxmansing. v. Laxminarayan Deosthan. AIR 1948 Nagpur 127, Bank of Behar Ltd v. Madhusudan Lal, AIR 1937 Patna 4281 (26) To sum up: (1)'replication' and 'rejoinder' have well defined meanings. Replication is a pleading by plaintiff in answer to defendant's plea. 'Rejoinder' is a second pleading by defendant in answer to plaintiff's reply i.e. replication. (2) To reach the avowed goal of expeditious disposal, all interlocuto....
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....e company keeping in view the overall facts and circumstances of the case. The respondent company in the written statement has claimed itself to be a premier organization in the woollen industry. As per further averments therein, its paid up capital is rupees twenty crores. It has 1000 employees and also provides indirect employment/work to about 5000 persons through auxiliary industries and its business activities. Its total turnover for the year ending 31.3.2006 was Rs. 56.53 crores. The exports during the year were Rs. 33.23 crores. It had in hand export orders to the tune of Rs. 10 crores to be executed upto 30.9.2010. Public money to the tune of Rs. 25 crores by way of Bank loans etc. stands invested in the company. The company generates revenue of crores of rupees to the Government by way of foreign exchange, income tax, sales tax, customs duty, service tax, excise etc. It is a government recognized export house and enjoys worldwide reputation. It is recognized as an approved manufacturer for the supply of woollen textiles to the Defence and other Government agencies with its highest manufacturing capacity. Thus, it is a running and flourishing company....
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.... 79% are held by the persons who have no grievance against the company. From the perusal of the record of the case, it is discernible that the respondent company had already made an offer to buy back the equity shares of the petitioners but they had not agreed to the said proposal. 31. As already noticed above, the company was registered under Part IX of the Act after complying with the requirements enumerated thereunder. The company court in a summary proceedings cannot determine the disputed questions of fact regarding power of attorney and validity of other documents. Fraud has to be specific and pleaded in an eloquent manner. Further, vide order dated 17.8.2006 passed by this Court in CA No.440 of 2006, authenticity of the documents i.e. memorandum of understanding entered between the parties in the month of August 2004 and the power of attorney dated 22.2.1989 being in dispute had been ordered not to be taken into consideration. It would be apposite to notice the order dated 17.8.2006 passed by this Court which reads thus:- "Respondent No.5 has filed the present application for directing the production of original of Annexures P.5, P.6, P.8, P.9, P.10 and P.18. ....
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....tion of facts. The case of the petitioners is primarily based upon the investigations conducted by the Registrar of companies and the Government of India in respect of incorporation of the respondent Company and not on these documents. Since the authenticity of Annexures P.6 and P.9 is in dispute and the originals have not been produced, I order that the said documents shall not be taken into consideration for the purpose of the present petition. The present application stands disposed of accordingly." The serious disputed questions of facts are required to be adjudicated by way of this petition which is not permissible. 32. There is no allegation against the company for which Section 433 of the Act can be invoked. The allegations are against private people who are not parties to this lis and had been deleted from the array of respondents vide order dated 2.11.2006, the relevant part of which reads thus:- "It could not be pointed out by the learned counsel for the petitioners as to how and why respondent No. 2 to 8 are necessary or proper parties in the petition for winding up- of a company. In a petition for winding up, the company alone is required to be i....
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....use to proceed any further with the examination of the merits. This is a power inherent in the Court, but one which should only be used in cases which bring conviction to the mind of the Court that it has been deceived. Before coming to this conclusion a careful examination will be made of the facts as they are and as they have been stated in the applicant's affidavit, and everything will be heard that can be urged to influence the view of the Court when it reads the affidavit and knows the true facts. But if the result of this examination and hearing is to leave no doubt that this Court has been deceived, then it will refuse to hear anything further from the applicant in a proceeding which has only been set in motion by means of a misleading affidavit." 22. The above extracted observations were approved by the Court of Appeal in the following words: "It is the duty of a party asking for an injunction to bring under the notice of the Court all facts material to the determination of his right to that injunction: and it is no excuse for him to say that he was not aware of the importance of any facts which he has omitted to bring forward. If an applicant does not....
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.... court and their conduct in approaching the court is above board. The person seeking equity must approach the court without hiding anything from it. The petitioners have not disclosed all the relevant material facts. The entire case of the petitioners is based on the alleged Draft MOU/Family settlement and on the allegation that the memorandum and articles of association were signed by Siri Krishan Khanna on behalf of Vijay Krishan Khanna without having a valid power of attorney because Vijay Krishan Khanna had issued a new power of attorney in favour of his brother petitioner No.1. Although in the affidavit dated 5.4.2006, the petitioners stated that the documents to the petition were true and correct, they did not produce the originals before the court. With regard to alleged draft MOU/Family settlement, it may be noticed that in view of the respondent challenging the very existence of the said documents on various grounds, this court had passed an order dated 17.8.2006 in CA No.440 of 2006 to the effect that the said documents shall not be taken into consideration for the purposes of this petition. Similarly, the GPA executed by Vijay Krishan Khanna in favour of Vinod Krishan Kh....
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....y if ultimately the application has to be dismissed. The interest of the applicant alone is not of predominant consideration. The interests of the shareholders of the company as a whole apart from those of other interests have to be kept in mind at the time of consideration as to whether the application should be admitted on the allegations mentioned in the petition. 36. The question that is raised in this appeal is as to what is the scope of section 433(f) of the Act. Section 433 provides for the circumstances in which a company may be wound up by the court. There are six recipes in this section and we are concerned with the sixth, namely, that a company may be wound up by the court if the court is of the opinion that it is just and equitable that the company should be wound up. Section 222(f) of the English Companies Act, 1948 is in terms identical with the Indian counter-part, section 433 (f). It is now well established that the sixth clause namely, 'just and equitable' is not to be read as being ejusdem generis with the preceding five clauses. While the five earlier clauses prescribe definite conditions to be fulfilled for the one or the other to be attracted i....