JUDGMENT :

P.C. Misra, J. - The petitioner is a shareholder and one of the members in the board of directors of the company M/s. Utkal Flour Mills Private Limited situated at Charampa (Bhadrak) in the district of Balasore. The petitioner, in this application, seeks winding up of the company u/s 433(f) of the Indian Companies Act, 1956, on just and equitable grounds. The allegations in the application on the basis of which the aforesaid prayer has been made are as follows:

(a) That the above named company was originally a partnership firm prior to its conversion and incorporation as a company under the Indian Companies Act, 1956. The partnership consisted of seven partners, namely,

1. Ramakrishna Sharma,

2. Smt. Durgadevi Sharma,

3. Srikrishna Sharma,

4. Sachikanta Routray,

5. Gadadhar Dixit,

6. Bishnumohan Routray,

7. Nirmal Chandra Routray.

The partnership was carrying on its business in the name and style " M/s. Utkal Flour Mills" having its office and place of business at Bhadrak.

(b) The partnership was dissolved on August 23, 1975, for the purpose of conversion and incorporation as a company under the name and style M/s. Utkal Flour Mills (P.) Ltd. and the value of the net assets at the