The court clarified the interpretation of Sections 433(c), (e), and (f) of the Companies Act, 1956, and emphasized the need for petitioners to exhaust remedies under Section 397 of the Act before seeking winding up under Section 433.

Prasun Kumar Deb, J. - This is a petition under Sections 433 and 439 of the Companies Act, 1956 (hereinafter to be referred to as 'the Act') read with Rule 95 of the Companies (Court) Rules, 1959.

2. The petitioners are admittedly the share-holders of the Private Limited Company in the name and style of M/s. Masnodih Mining Industries Private Limited and they are contributors to the Company as defined under Section 428 of the Act. Respondent No.1 Company was incorporated on 3.9.1947 as Private Limited Company under Section 12 of the Act having its Registered Office at Village Masnodih, Police Station Koderma, District-Hazaribagh. It was practically a family business having registered as a Company and an authorised capital of Rs. 2,40,000/- (Rupees two lacs forty thousand only) divided into 2400 Equity Shares of Rs. 100/- each. There were originally seven share-holders in the Company as enumerated in paragraph 5 of the petition itself. Out of those original share holders, only the respondent no. 2 is now living, others are dead. The relationship between the petitioners and the respondents are stated in the subsequent paragraphs of the petition as they are related to each other from the common ancestor Late Ganga Singh. The petitioners are the descendants of Late Alok Narayan Sinha, the original share-holder while respondent no.2 is also from the common ancestor through another branch. Since 1952, it is stated that respondent no. 2 is managing the Company as Managing Director. Some other petitioners are descendants of Late Arjun Prasad Singh, another original share-holder. The Company was being run under the Articles of Association of the Company and its membership and shareholders are restricted amongst the descendants of Late Babu Ganga Singh. I have already mentioned that practically the business is a family business and the dispute amongst them is also an inter-se family dispute. The Company carried on business to acquire mining lease, carrying on mining operations, carrying on business, manufacturers and contractors of different chemicals, manures, distilleries, dye-makers, Gas-makers etc.

3. The allegation of the petitioners is that although they are contributors as defined under Section 428 of the Act, they were not taken consideration into the management of the Company and the respondent no. 2 the management of the Company and the respondent no. 2 with an ulterior motive without calling for Annual General Meeting for a long time had set up his two sons as Directors and kept all accounts of the Company concealed without giving any dividends to the shareholders or the contributories. It has further been stated that the Company was suspended since 1990. It was their further case that not only the petitioners who are the inheritors of 720 shares have been paid of dividends nor the profit or loss of the Company were ever acknowledged. The debts of other creditors were also not being discharged and, as such, several certificate cases are pending under the Public Demands Recovery Act against the Company. There is also allegation that when the Company is being run or being managed by a particular person i.e. respondent no. 2, it lost all the semblance of the Company and on equitable grounds, the Company should not be allowed to run further.

4. Mainly on three grounds this petition has been under Section 433 of the Act. The said section enumerates six circumstances in which Company may be wound up by Court. The petitioners' allegation is based on grounds no. (c), (e) and (f).

5. Section 433 (c) of the Act relates to the circumstances when the Company does not commence its business within a year from its incorporation, or suspends its business for a whole year. The petitioners' grievance is with regard to the last part of this sub-section i.e. the Company suspended its business for a whole year. According to the petitioners, since 1990 upto March, 1993, the Company was not doing business and it was suspended. This fact has be