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Issues:
Petition for winding up under section 433(c) and (f) read with section 439 of the Companies Act, 1956. Analysis: The petitioners sought the winding up of the respondent-company, alleging that despite having a significant shareholding, the company failed to commence its intended business of manufacturing castings for over 20 years. They argued that the company only operated a lathe machine for personal benefit and neglected its commercial property. The petitioners claimed the company did not hold annual general meetings, pay dividends, or file necessary documents with the Registrar of Companies. They contended that the company should be wound up as it did not start business within a year of incorporation and suspended operations for several years, making it just and equitable to wind up the company. In response, the respondent argued that it was actively engaged in manufacturing cast iron pipes and man-hole covers, as evidenced by various balance-sheets and profit and loss accounts. They presented documents showing the leasing of machinery and profitable operations, including rental income. The respondent highlighted shareholder support, disputed the authenticity of certain documents, and clarified the ownership of the land in question. They contended that the company was operational and profitable, with shareholders backing the management. The court analyzed the evidence presented and found that the respondent-company had indeed conducted business activities as per its objectives. The court noted that the company's operations were reflected in various financial documents, including rental income and leasing agreements. The judge determined that the petitioners' claim of the company ceasing business was not conclusively proven and deemed it a bona fide disputed fact. The court emphasized that the petitioners' grievances as minority shareholders should be addressed through appropriate legal avenues such as approaching the Company Law Board for allegations of mismanagement, rather than seeking winding up of the company. Consequently, the court dismissed the petition for winding up, finding no justification for its admission. In conclusion, the court ruled in favor of the respondent-company, rejecting the petition for winding up based on the lack of conclusive evidence supporting the petitioners' claims of the company's cessation of business operations. The court emphasized the importance of addressing minority shareholder grievances through proper legal channels and denied the winding up petition, stating that the respondent-company was not liable for winding up based on the grounds presented by the petitioners.
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