( 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