1. THIS appeal ii directed against an order of Datta J. made on June 24, 1966 for winding up of the appellant company on the grounds that the company is unable to pay its debts and that it is just and equitable that it should be wound up.

2. The company was incorporated in 1920 to carry on the business of cotton spinners, linen manufacturers cotton, flax hemp and jute merchants.

On January 24, 1963 the Company entered into an agreement with standard Dyes Private Ltd. whereby standard Dyes agreed to purchase cotton and pay for the purchases on behalf of and in the name of the company under the agreement, Standard Dyes; were also to guarantee payment to the suppliers in consideration of commission at one percent on the value of the yarn.

3. ON September 4, 1964 in a shareholder's action, Mr. S. M. Dutt was appointed Receiver of yarn and cloth manufactured by the; company. The order was made by consent of parties as the order is of some importance for deciding this appeal, it may be set out in extenso.

"as and by way of interim arrangement for the protection of the defendant company's interest and without prejudice to the respective rights and contentions of the parties, the f