Winding up petitions require justifiable grounds; availability of alternative remedies can lead to dismissal.

1. This petition has been filed for winding up of the Company on the ground that it is just and equitable to do so under S.433(f) of the Companies Act, 1956 . It is stated in the petition that the Company was originally incorporated as M/s. Rinku Polychem Pvt. Ltd. on 11th July, 1990 and subsequently converted into Limited Company with effect from 22nd April, 1992. The main objects for which the Company is incorporated, inter alia, consist of :
"To carry on in India and elsewhere in any place or places in the world, the business of processing, converting, producing, manufacturing, formulating, using, buying, acquiring, importing, storing, exporting, packaging, selling, distributing, transporting and otherwise, dealing in organic and in - organic chemicals of any chemicals, chemical products, alkalies, acids, tannings, essence, emulsions, solvents, chemical auxiliaries, pesticides, weedicides, insecticides, caustic soda, soda ash, carbon, hydro - carbons, petroleum, oleum, synthetic products, polymers, elastomers and resins of all types and grades and co - polymers, formulations and in all forms dyes and intermediates, paints, varnish, rubber chemicals, agro chemicals, textile auxiliaries, marine chemicals, photo - chemicals, industrial chemicals, fostiligrs, gas and gases, materials of all kinds, salts, marine minerals their derivatives by products and compounds of all kinds and descriptions etc."
The authorised capital of the Company is Rs. 10 crores comprising of One Crores equity shares of Rs. 10/- each. The issued, subscribed capital of the Company is Rs. 9,05,45,000/- and paid up capital is Rs. 9,03,15,500/-. The petitioner is holding 30,000 fully paid equity shares of Rupees 10/- each in the Company. In January, 1994 the Company entered the capital market through prospectus by making public issue of 60,00,000 equity shares of Rs. 10/- each. The petitioner on the basis of believing the contents of the prospectus has subscribed for equity shares of the Respondent Company by participating in the public issue and was allotted 30,000 shares. It is stated in the petition that several factors were hidden from the shareholders and there are glaring lapses of very serious nature. In the opinion of the petitioner the statutory authorities like Stock Exchange, SEBI and other responsible Government agencies ought not to have allowed the unscrupulous element to play with the hard earned money of the investors. The issue ought to have been banned or allowed to have been devolved. It is stated that the petitioner was saddled with the shares of the Respondent Company by gross misrepresentation of facts and the contract, if any, with the petitioner is voidable at the instance of the petitioner. It is further stated that the petitioner is entitled for the refund of the money of which he has been duped. The petition goes on to state that the Company has been promoted by one family. None of them are formally educated at least in the field of chemicals. They were all associated with the family business of dealing in chemicals. Each of the brothers are connected with one or another Company / firm forming group of Companies. These group of Companies are heavily indebted and each one of them availed loans from single Bank viz. Dena Bank, Kharek Bazar Branch, Mumbai. This Bank has filed suits against each of the group Companies / firms. In a number of cases Receiver has also been appointed. Reference is made to certain misrepresentations made in the prospectus. It is also stated that proceedings are pending against the Directors and Officers of the Company with Customs and Excise authorities. Even the public issue of the Company was got subscribed to the extent of 90 per cent