Judgment

SHELAT, J.:- These appeals, founded on a certificate, are directed against the order of the High Court of Bombay ordering the winding-up of Respondent No. 1 Company.

2. Prior to August 1965, the company was managed by Singhanias, (referred to hereinafter as the J. K. group), who held 25,625 out of 45,000 equity shares of the company. By 1965 the company was in a bad way, its liabilities having exceeded its assets and was not in a position to pay its unsecured creditors. On June 21, 1965 one of its creditors, M/s. Indulal & Co., filed a petition for winding-up. On August 2, 1965 the Court appointed a provisional liquidator. On August 6, 1965 the cotton textile mills of the company stopped working and the provisional liquidator took charge thereof. On August 16, 1965 an agreement was made between the J. K. group and Nandlal Jalan and two others, (hereinafter referred to as the Jalans), under which the latter agreed to take over the company s management on terms and conditions therein set out. The agreement provided that the J. K. Group should sell to the Jalans at Rs. 10/- per share the said block of shares held by the former, that the J. K. Group thereafter should resign as d