S.J. Vazifdar, J.

1. Admit. With the consent of the parties, the appeal is heard finally.

2. This is an appeal against the order and judgment of the learned company Judge admitting a petition filed by respondent No.1 for having the second respondent company Etisalat D.B. Telecom Limited (hereinafter referred to as "the company") wound up under section 433 (f) of the Companies Act, 1956 on the ground that it is just and equitable to do so.

3. It is convenient to refer to the parties as they are arrayed in the petition. In the petition, Respondent No.1 to this appeal was the petitioner. The appellant was respondent No.2 to the petition. Respondent No.2 to the appeal Etisalat D.B. Telecom Limited i.e. the company sought to be wound up was Respondent No.1 to the petition (hereinafter referred to as "the company"). Respondent Nos.3 and 4 - Delphi Investment Limited and Genex Exim Ventures Private Limited were respondent Nos.3 and 4 to the petition.

4. The petitioner contended that it is just and equitable to wind up the company, inter-alia, on the ground that the substratum of the company has almost completely been eroded, that there is a deadlock in the management of the company and on the Board of Directors of the company and that there is a complete lack of uberrimafides between the main shareholders of the company viz., the petitioner and the appellant, which is a glorified partnership.

We have found each of these submissions to be well founded. The main features are that the petitioner invested a sum of about Rs.3,500/-crores in the company on the basis that the company had validly acquired thirteen 2G licences which constituted the main assets of the company. These licences were cancelled by a judgment of the Supreme Court. The petitioner admittedly invested in the company only after the 2G licences were issued and had nothing to do with the issuance of the licences to the company. The debts of the company are, as on date, in excess of Rs.4500/- crores. There is no possibility whatsoever of reviving the company. Further, there is a complete deadlock in the management of the company. The petitioner and the appellant are the major shareholders who hold about 45% each of the shareholding of the company. The Articles of Association of the company and the agreements entered into between the parties make it impossible for the company to function unless the major shareholders cooperate with each other. There is no possibility of their doing so.

The appellant firstly denied the aforesaid contentions although they were unable to deny the main facts viz. the cancellation of the 2G licences, the extent of the indebtedness of the company and the existence of a deadlock. In the alternative, it was contended that even assuming that the petitioner's case is held to be well founded, the petition ought to be dismissed in view of the conduct of the petitioner, both before and after the petition was filed. We have found no substance in the alternate submissions either.

5. After setting out the facts upto the date of the impugned order, we will deal with the petitioner's case for winding up the company and the appellant's defence thereto. We will thereafter deal with the appellant's contention that the petition ought not to be entertained in view of the petitioner's conduct before as well as after the petition was filed.

6(A) Mr. Kamdar, the learned senior counsel appearing on behalf of the appellant, submitted that a petition for the winding up of a company, including on the ground that it is just and equitable to do so, must be considered in greater depth even at the stage of admission as compared to other petitions or proceedings at the admission stage in view of the drastic consequences of even admitting a winding up petition. We agree. The appeal was, accordingly, heard at considerable length and in depth.

(B) Mr. Madon, the learned senior counsel appearing on behalf of the petitioner submitted that the Appellate Court ought not to