( 1 ) THIS petition filed under Sec. 439 of the Companies act, 1956, (hereinafter referred to as the Act) principally invokes the ground under sec. 433 (f) of the Act, namely, that it is "just and equitable" that the respondent- company be wound up. The petition also mentions the ground as provided under sec. 434 (1 ) (C) of the Act, namely, inability of the company to pay "its debts" but nothing is pleaded in support thereof in the petition nor argued across the bar.

( 2 ) RESPONDENT-COMPANY is a private limited company. It is a "deemed limited company" by virtue of the statutory fiction introduced by Sec. 43-A of the Act. The registered office of the company is situated at Umarwada, near Surat. Its principal business is that of agency or dealership in selling Tata Diesel Vehicles. It also has a petrol/diesel pump and a service station. It employs around 30 employees. The authorised subscribed capital of the company is Rs. 15 lakhs divided into 15. 000/- equity shares of Rs. 100. 00 each.

( 3 ) THE main objects of the company for which the company was formed, as stated in the object clause of the Memorandum of Association are as follows :-" (1) To acquire and take over the business formerly carried on in partnership between Virendrasingh of Chhota Udepur, Jamshedji P. Panthki and Mukund Amratlal shah in the firm name of Messrs Laxmi Motors, now taken over by Mukund Amratlal shah together with its assets, properties and subject to all liabilities and with a view thereto to enter into the agreement referred to in Art. 4 of the Articles of Association and to implement and carry out the same with or without modification. (2) To acquire the agency or dealership of Tata Diesel Vehicles for Gujarat and/or any other territory and to act as agents and dealers of Tata Diesel Vehicles and to carry out all such functions and things as are usually carried out by an agent or dealer of vehicles. "

( 4 ) PRIOR to the incorporation of the respondent-company His Highness Maharaja of Chhota Udepur, Virendrasinhji and one Shri Jamshedji Panthki and one Shri mukund Amrutlal Shah ran a business in partnership in the name and style of M/ s. Laxmi Motors and this firm was the authorised dealer in South Gujarat for sale of vehicles and spare parts manufactured by TELCO. The said firm established a service station at Surat. The partners of the firm appointed the first petitioner as the Manager of the said firm and put him in-charge thereof. Sometimes in January 1972 the Maharaja of Chhota Udepur retired from the firm and in February 1972 jamshedji Panthki died and the business became vested in Shri M. A. Shah subject to the liabilities payable to the heirs of Jamshedji Panthki. In July 1972 said Shri m. A. Shah, Shri Homi, son of Shri Jamshedji Panthki, and the first petitioner formed the respondent Private Limited company. The company took over the business formerly carried on by the above firm together with its assets, properties and liabilities.

( 5 ) IN pursuance of Art. 11 of the Articles of Association of this company the shares of this company were allotted amongst the three groups equally. Thus, Shri m. A. Shah and persons constituting Shah group have 33-1/3% shares; Homi J. Panthki and persons constituting Panthki group have 33-1/3% shares and the first petitioner and his relatives constituting the Mehta group have 33-1/3% shares. The second and third petitioners are sons of the first petitioner. Shortly after the registration of this company, the agreement of agency or dealership between TELCO and this company was executed in August 1972 and the agreement was renewed from time to time.

( 6 ) IT appears that in the year 1990-91, on coming to know that the company was in financial difficulty, Homi Panthki and Dinesh Shah, son of M. A. Shah went to Surat from Mumbai (where they normally reside) and started looking into the financial position of the company. It is the case of the respondents that they were prevented from examinin