( 1 ) BROWN Forman Mauritius Limited ( hereinafter referred to as `the Petitioner` ) has invoked Section 433 (f) of the Companies Act (hereinafter referred to as `the Act ) which enunciates that a company may be wound up by the Court if it is of the opinion t hat it is just and equitable for such action to be taken. This section must be applied conjointly with section 443 (2) of the Act which enables the Court to refuse to order winding up if it appears to it that some other remedy is available to the P titioner which is unreasonably not being pursued. The prayer in this Petition is to order the winding up of Jagatjit Brown-Forman India Ltd. ( hereinafter referred to as the `company` ) in which the Petitioner and Jagatjit Industries Ltd. ( hereinafte referred to as `the Respondent` ) are equal shareholders, each entity holding fifty per cent of the Company s equity.

( 2 ) THE Petitioner has submitted that in actuality the Company was a 50-50 quasi partnership between the Petitioner and the Respondent, both of whom had equal representation on the Company s Board. In order to ensure equal status and power to the Petitio ner as well as the Respondent, the Chairman was not vested with a casting vote and Board Meetings could be convened only with the consent of one Director of each of the parties. The other salient feature of this quasi partnership is that in the event f a deadlock, as defined in Article 7. 2 (b) of the Joint Venture Agreement (JVA), the arrangement would become terminable under Article 6. 1 (e) of the JVA. Article 7. 2 of the JVA reads thus:-

"7. 2 Deadlocks; Options upon Deadlock; Arbitration: (a) Cooperation: The parties will act (and will cause directors designated by them to act) reasonably and in good faith to avoid deadlocks at either the Board of Directors or shareholder level. The parties agree to act in a manner consistent with the JV s Memorandum of Association and Articles of Association. (b) Deadlock Events: The parties deem the following issues important enough that failure to agree on any one of them at either the Board of Directors or shareholder level for at least 60 days shall constitute a "deadlock": (1) choice of a Chairman of the Board of Directors; (2) setting of depletion goals; (3) deciding on a marketing plan and the level of expenditures; (4) pricing of the BFBW Products to customers of the JV; (5) assignment or delegation of the JV s duties to an appropriate assignee or delegatee; (6) whether Jagatjit can distribute products that compete with BFBW Products; (7) the composition of the JV s brand portfolio; (8) alternate sources of production (other than Jagatjit); or (9) whether a party has experienced a Change in Control. (c) Arbitration: Any controversy or claim arising out of or relating to this Agreement, or the breach thereof [unless subject to Section 7. 2 (b)], which cannot be settled by friendly negotiation and agreement between the parties, shall be finally settled by arbitration conducted in accordance with the procedural Rules of Conciliation and Arbitration of The International Chamber of Commerce. The arbitration proceedings shall be held in London, England".

( 3 ) THE Petitioner has submitted that the approval of the Foreign Investment Promotion Board ( hereinafter referred to as `fipb ) for setting up the Company was given on 12. 2. 1996, inter alia, on the following conditions: "4. Foreign Equity Participation: 50. 00% (Fifty percent) amounting to US$2. 00 million in the paid up capital of US$4. 00 million of the joint venture undertaking. The Equity would be stepped up to US$7. 00 million over a period of 5 years. Foreign equity would be limited to 50% in the revised paid up capital. . . . . . 6. The approval is subject to the following conditions: (a) The joint venture company would utilise 500 KL out of the 19500 KL licensed capacity of M/s. Jagatjit Industries Ltd. (b) No fresh capacity for manufacture of potable liquor shall be allowed. The licensed