( 1 ) B. SUBHASHAN REDDY, J :the important question for consideration in the instant case is as to how to weigh the words just and equitable employed in clause (f) of Section 433 of the Companies Act, 1956 while considering the plea for winding-up of the company.

( 2 ) M/s. Heritage Foods (India) Limited (hereinafter referred to as the company ) has been registered company under the companies Act, 1956 (hereinafter referred to as the Act ) with a view to do business in liquid milk and milk products. The appellant and respondents 2 to 6 are the shareholders of the company. The appellant was one of the Directors of the company. Respondent No. 2 was the Managing Director, but resigned on 12-12-1994. Respondent no. 3, the wife of the 2nd respondent, was appointed as Executive Director and the 5th respondent as the whole-time Director. Respondent No. 4 is the son of respondents 2 and 3/ and respondents 3 to 5 are the partners of the firm - 6th respondent herein. The company was going from strength to strength and made good strides and was financially sound and continues to be so. But, there were strained relations between the appellant and the 2nd respondent which led to exchange of some notices and ultimately culminating in Company Petition no. 96 of 1999 invoking Section 433 (f) of the Act seeking winding up of the company on the grounds stated therein.

( 3 ) NOTICE before admission was issued by the learned company Judge and in response thereto counter-affidavits have been filed by the respondents. By consent of the parties, documents were marked as Exs. A1 to A27 on appellant s side and Exs. Bl to b25 on respondents side. On perusing the pleadings and the said documents as also hearing either side, the learned company judge has dismissed the company petition at the admission stage holding that there are no grounds made out for invoking section 433 (f) of the Act for winding-up of the 1st respondent-company, that there is no case made out for invocation of the said provision and that in any event, it was not a case for entertaining the winding-up petition directly by the High Court without it being subjected to effective alternative remedy, be it under Sections 397 and 398 of the Act or other provisions contained in the Act. Assailing the said order, this appeal has been filed.

( 4 ) THE company was registered on 5-6-1992 with Head Office at Hyderabad. The authorised capital of the company at the time of incorporation was Rs. 1. 00 crore divided into 10 lakh equity shares. The amount of paid-up capital was Rs. 80,57,000/- as on 31-8-1992. By the said time, the investment of the appellant was Rs. 23,70,000/ -.

( 5 ) THE petition for winding-up was filed by the appellant on the following grounds:" (a) that though he was the major shareholder with investment of rs. 23,70,000/- as against which, respondents 2 to 4 have invested only rs. 2,01,500/-, 1,55,000/-and 1,95,000/- respectively, the shares of respondents 2 to 4 have risen to astronomical figures of Rs. 76,15,000/-, 1,12,31,000/- and 3,15,000/- respectively and that the said rise in the share value of respondents 2 to 4 is the result of shady deals and that the same was kept as secret; (b) that though he paid his money of rs. 23,70,000/- by 31-8-1992, the share certificates were allotted to him only on 16-11-1994 and that he was not made to known how his investment of Rs. 23,70,000/- was dealt with; (c) that the 2nd respondent though resigned, is at the helm of affairs of the company indirectly, that the appointment of 3rd respondent as executive Director is not provided by the internal rules of the company and that the appointment of 5th respondent as whole-time Director of the company is illegal as he was working as Registrar of Andhra Pradesh Open university and holding dual posts of registrar of University as also wholetime Director of the Company is impermissible; (d) that a conspiracy was hatched by the 2nd respondent to ease him out of the directorship and that in

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