ORDER : This is a petition filed under Sections 433 and 439 of the Indian Companies Act (I of 1956), for an order that the East Coast Transport and Shipping Company (Private) Limited, Masulipatam, be wound up and for certain other incidental reliefs.

2. The East Coast Transport and Shipping Company, Masulipatam (hereinafter referred to as "The Company") is a private Limited Company which was incorporated under the Indian Companies Act, in the year 1937. Its authorised and paid up share capital is Rs. 2,00,000/- divided into forty shares of Rs. 5,000/-. These forty shares are held by five share-holders, viz., the petitioner and respondents 2 to 5; the petitioner and respondents 2 and 3 owning ten shares each and respondents 4 and 5 owning 5 shares each.

The main activity of the Company consists in conducting the business of clearing and forwarding agents for loading goods in the Masulipatam Port into ships which anchor at a distance from the shore through country craft owned and possessed by it. Among the properties acquired by the Company on its formation are the rights, interests and the benefits of all existing contracts then possessed by P. V. Rangayya of Masulipatam and his family. Contemporaneously with its formation, the Company entered into an agreement with the said Rangayya as a consequence of which his business of stevedoring was taken over by the Company as a going concern. The third respondent was the former Managing Director of the Company and the petitioner is its present Managing Director, he having been appointed at a meeting of its Directors to serve for the period from 15-7-1955 till 31-3-1957.

3. The grounds on which the relief is claimed are set out in paragraph 13 of the petition and they are :

"In view of the serious misunderstandings and loss of confidence among the two rival parties of this Company often resulting in deadlock and loss of business to the Company, in view of the avowed intention expressed by all the shareholders to wind up this Company, a fact demonstrated by the resolution of 26-8-1956, in view of the hostile attitude of respondents 3 to 5, motivated by a desire to injure the interests of this Company to promote their rival business in the same field, it is but just and equitable that the 1st respondent Company should be wound up." A further ground on which the petition is founded is that respondents 3 to 5 drew a sum of nearly Rs. 50,000/- from Maiden and Co., in which the 1st respondent Company and respondents 3 to 5 own each half a share, during the course of their management of the Company by respondents 3 and 4 from 1950 upto July 1955, and that in spite of repeated requests by the petitioner as Managing Director to reimburse the Company, the respon- dents 3 to 5 failed to do so. This, it is alleged, amounts to misappropriation of the funds of the Company by respondents 3 to 5.

4. The 2nd respondent has, in his counter-affidavit, supported the petitioners case and prayed that the petition might be granted.

5. The 3rd respondent, while stating that it is neither just nor equitable to make an order for winding up of the Company, submits that if this Court were to come to the conclusion that the administration of the Company could not be carried on with any advantage to the share-holders, the boats and other assets of the Company should be divided among the share-holders so that they might develop their own business.

6The effective opposition to the petition is by respondents 4 and 5.

7. Section 433 of the Companies Act enumerates the circumstances in which a Company may be wound up by a Court:

(a) If the Company has, by special resolution, resolved that the Company be wound up by the Court;

(b) If default is made in delivering the statutory report to the Registrar or in holding the statutory meeting;

(c) If the Company does not commence its business within a year from its incorporation, or suspends its business for a whole year;

(d) If the number of members is reduced in the case of a public co

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