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40. Much reliance is sought to be placed in para 30 of the judgment wherein the Apex Court referred to Ebmhimi v. Westbourne Galleries Ltd. [1973] AC 360 (HL). While referring to that case, the contention of the learned counsel has been extracted as follows :

"Keeping the ratio of Ebrahimi v. Westbourne Galleries Ltd. [1973] AC 360 (HL) case in the forefront of his argument Mr. Sen submits that in the present case also there was a definite understanding and agreement between the two family groups for equal status and equal participation in management and, therefore, exclusion of the respondents from the directorship is burial of mutual trust and denial of that relationship on which alone the company was formed and hence there is a prima facie case for admitting the petition." (p. 104) This is only the contention of the learned counsel, but not the observation made by the court. Para 34 is the relevant para, which may be profitabJy extracted hereunder thus :

41. In para 37 the Apex Court observed that the provisions of Sections 397 and 398 of the Act indicate that relief under Section 433(f) based on the just and equitable clause is in the nature of a last resort when other remedies are not efficacious enough to protect the general interests of the company.

42. The Apex Court reviewed the earlier case-law in Yenidje Tobacco Company Limited, In re [1916] 2 Ch. D. 426 (CA); Ebrahimi's case (supra) and the Privy Council decision in Loch v. John Black wood Limited [1924] AC 783 (PC) the learned senior counsel for the petitioner relying on those three judgments seek to contend that ultimately it all depends upon lack of confidence and want of probity in the conduct of the company's affairs. It is the contention of the learned senior counsel further that since the petitioner lost every confidence in the respondent No. 2 it is just and equitable to grant the relief of winding up of the company. Countering the said contention the learned counsel for the respondents contends that the interest of the workers of the company shal! have to be taken into consideration. The learned counsel seeks to place reliance upon the judgment of the Apex Court in National Textile Workers' Union v. P.R. Ramakrishnan [1983] 53 Comp, Cas. 184. That was a case where a Constitution Bench of the Apex Court held that the workers of the company have a locus to appear in a company petition filed under Section 433(f) and they have a right to be heard. The Apex Court further held that they might even prefer an appeal against the order of the company judge either for winding up of the company or dismissal of the company petition. The learned senior counsel for the petitioner seeks to contend that the workers have a right to be heard, but not at the stage of admission, but after the stage of admission. I am afraid that I cannot accede to the said contention. The Apex Court was so categorical that the workers have a locus to appear and be heard both on winding up petition and an order for advertisement made, as also after the admission and advertisement of the winding up petition until an order is made for winding up of the company. Lengthy arguments have been addressed by the learned counsel for the respondents while seeking to place reliance upon plurality of authorities. It is not desirable to burden this judgment by quoting all the judgments cited across the Bar nor is it expedient to refer them all. Suffice to refer the latest pronouncement of the Apex Court in Hanttman Prasad Bagri v. Bagress Cereals (P.) Ltd. [2001] 105 Comp. Cas. 493,33 SCL 73.. Although that was a case where the petition sought to be filed was under Sections 397 and 398, that petition was dismissed on the ground that the finding as regards just and equity ground for winding up of the company has not been allowed by the courts below. Discussing the various irregularities pointed out, which are as many as six, the Apex Court in para 11 observed as follows :