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15. The grounds on which the winding up of the Company is sought by the petitioner can be broadly divided into five heads:

(1) The affairs of the Company are conducted in a manner prejudicial to the interests of the Company and oppressive to the minority share-holders and the personal and private interests of Respondent No. 2 are advanced at the expense of the Company and the minority share-holders.
(2) Two rival groups are fighting amongst each other and there are disputes as to who constitute the Board of Director's and who is the Chairman of the Company and there is thus a complete deadlock.
(3) The Company is commercially insolvent and its assets are insufficient to meet its liabilities.
(4) The business of the Company is closed from 31st March 1955, and the factory of the Company is leased out to Messrs. Commercial Sales Agency since that date.
(5) The substratum of the Company is gone. So far as the first two grounds are concerned the learned Advocate General oil behalf of the petitioner did not press the same. The learned Advocate General gave up--in my opinion rightly- the contention that the Company should be wound up on the ground that there was oppression of minority share-holders and respondent No. 2 and the share-holders supporting him who were in a position to control the affairs of the Company had exceeded or abused their power to the prejudice of the interests of the minority share-holders. This ground could not possibly be made good by the learned Advocate General merely by relying on the fact that respondents Nos. 21 and 22 who are the partners of Messrs. Commercial Sales Agency are the sons of respondent No. 2 or even benamidars of respondent No. 2. In order to substantiate the allegation that the lease of the factory to Messrs. Commercial Sales Agency Constituted advancement of the personal and private interests of respondent No. 2 in disregard of the interests of the minority share-holders, it was necessary for the learned Advocate General to go further and prove that the Company could have run the factory and carried on the business of manufacturing hydrogenated vegetable oils, soaps and other allied products and made profit out of the same, but that in order to oblige respondent No. 2 or respondents Nos. 21 and 22 who are the sons of respondent No. 2, the Company controlled by respondent No. 2 and the majority share-holders supporting him gave a lease of the factory to Messrs. Commercial Sales Agency so that the profit which would have been earned by the Company might be diverted into the pockets of respondent No. 2 or respondents Nos. 21 and 22. This the learned Advocate General was obviously not in a position to do and he, therefore, rightly did not press this ground founded On oppression of minority share-holders. The learned Advocate General also rightly did not press the ground based on deadlock for though there might have been a deadlock at the date of the filing of the petition, it was clear that there was no deadlock at the time of the hearing of the petition and the ground based on deadlock could not, therefore be pressed into service by the learned Advocate General on behalf of the petitioner. Whatever may have been the position regarding the financial position or the Company at the date of the filing of the petition, it was clear from the balance-sheets which were produced before me, that at the date of the hearing of the petition, the Company was perfectly solvent and there were absolutely no creditors of the Company. The third ground based on commercial insolvency also did not, therefore, avail the petitioner. The only two grounds which were really pressed by the learned Advocate General were the last two grounds and I will now proceed to consider these grounds.