LAKSHMANAN, J.

Company Petition No. 44 of 1989 has been filed under section 433(f) of the Companies Act, 1956 (hereinafter referred to as "the Act") for winding up of the respondent-company on the just and equitable ground. The respondent-company was incorporated on October 25, 1985, for manufacture of fibre glass reinforced plastic (FRP) light fittings. The authorised share capital of the respondent is Rs. 3 lakhs and the amount paid up is Rs. 2.4 lakhs. Of this amount, the petitioner, his father, brother and wife had invested Rs. 1.05 lakhs. The managing director of the respondent, Mr. P. Venkatasubramaniam, and his family have invested Rs. 1.25 lakhs and the balance Rs. 10, 000 by a friend of P. Venkatasubramaniam, namely, Mr. Sivajothi. The respondent is a small private limited company in the nature of a partnership as the bulk of the shares are owned by members of two families who are closely related to each other. After the incorporation of the company on October 25, 1985, Mr. P. Venkatasubramaniam who was the initial subscriber and managing director of the company wrote to the petitioner at Bombay, vide letter dated November 30, 1985, and sought his participation