( 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

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