Judgment :- PANCHAPAKESA AIYAR J. directing the winding up of a company called the Karnatak Vegetable Oils and Refineries Ltd. The company is the appellant. It was incorporated under the Indian Companies Act as a public limited company. Its authorised capital is Rs. 20 lakhs, out of which a capital of Rs. 10, 13, 519 was paid up. The registered office of the company is a Harari Bommanahalli, Bellary district. The respondents who was the petitioning creditor is the Madras Industrial Investment Corporation Ltd. the company borrowed from the respondent a sum of Rs. 6, 50, 000 and secured the said sum by a mortgage dated October 24, 1950. The hypotheca included lands situated at Hospet in the Bellary district and the engines, machinery, plant and factories belonging to the company and which might be erected at any time during the continuance of the mortgage. The principal amount was repayable in 16 equal annual instalments, the first of such instalments to be paid on 30th June, 1953. Interest was payable at the rate of 6 1/2 per cent. twice each year on the 15th June and 15th December. If the interest was paid regularly, there was provision for a rebate of 1 per cent. and in case of default, there was provision for compound interest with half-years rests. It is common ground that the instalments due on 15th December, 1950, and 15th June, 1951, were duly paid. But the company defaulted in payment of interest due on 15th December, 1951. Though there were several demands by the respondents, the company failed to pay the same. On 14th June, 1952, the company sent cheques for Rs. 21, 554-15-3 and asked that the said amount may be credited towards the interest due for the half year ending 30th June, 1952, and also claimed a rebate. The respondent refused to adjust the said sum towards interest for a subsequent instalment when interest due for a previous instalment was in arrear. Meanwhile the chief accountant of the respondent corporation inspected the accounts of the company and submitted a report. Thereupon, the respondent filed an application under Section 162 and 166 of the Indian Companies Act praying that the company may be wound up. The grounds on which the winding up was sought fell within one or other of the following clauses of Section 162, viz., clauses (iii), (v) and (vi). Thereupon, the respondent filed an application under Section 162 and 166 of the Indian Companies Act praying that the company may be wound up. The grounds on which the winding up was sought fell within one or other of the following clauses of Section 162, viz., clauses (iii), (v) and (vi). The respondent alleged that the company had suspended its business from the end of the year 1951, that it was unable to pay its debts, that the affairs of the company were in a chaotic condition, that there was a deadlock in its management, that the accounts of the company had not been properly kept, and that the financial position of the company was such that it was not possible any longer to work the concern for a profit. The petition was opposed by the company. Though the default in payment of interest was admitted, the allegations of mismanagement and deadlock were denied. The company inter alia stated that the petitioning creditor had other rights and remedies which could be pursued to enforce its rights, that the financial embarrassment of the company was only temporary and due to causes beyond their control, and that a winding up of an industrial concern like the company would not be in the best interests of the country. The company also stated that the creditors of the company other than the petitioner were not in support of the petition and were not pressing for their debtsThe application was heard and disposed of by PANCHAPAKESA AIYAR J. who considered that the company deserve to be wound up mainly for two reasons, (1) that the company had suspended production and business since Christmas 1951 and there was no prospect of resumption of business or production, and (2) that the company was unable to pay its debts. The learned Judge recognised that it was an unfortunate case where the company had erected a building costing more than the loan advanced by the petitioning creditor but where due to the world conditions and world depression in general the company had fallen on evil days. But he though that it was not a circumstance which could prevent a creditor who had not been paid his debt from obtaining a winding up order. The learned Judge also referred to certain irregularities in the accounts. But he though that it was not a circumstance which could prevent a creditor who had not been paid his debt from obtaining a winding up order. The learned Judge also referred to certain irregularities in the accounts. He, therefore, directed that the company be would up and appointed the Official Receiver, Bellary, as the official liquidator The learned counsel for the appellant company rested his case entirely on the position that this should not exercise its discretion to order a winding up at the instance of a creditor like the respondent in the circumstances of this case. He did not, and indeed he could not, contend that a secured creditor had no locus standi to present a petition for winding up. Nor did he invoke the rule in bankruptcy that before a secured creditor could file a petition for winding up he had to abandon his security or to value the security and aver that after giving credit to such value there would be a balance due and payable to him. It is well established that a secured creditor is an much entitled as of right to file a petition for winding up as an unsecured creditor. Moor v. Anglo Italian Bank is the leading decision on the point. JESSEL M.R. observed thus "What the plaintiffs say is this : they say that a petitioning creditor in bankruptcy, in order to obtain adjudication, must be an unsecured creditor. That is quite correct in this sense, that he must be a creditor who either never had security, or, if he has one, has given it up or valued it, asserting it to be less in value than the debt, and who presents his petition as being well founded on the balance of the debt setting off the value of the security, and that balance must amount to a certain sum. That is quite true in bankruptcy to obtain adjudication, but there are on such rules in winding up .... The winding up is equally good whether it is obtained by a secured creditor or an unsecured creditor." * On the authority of the above and other cases, Buckley (12th Edn.) states the law thus : "A secured creditor may present a petition and he does not, by presenting one, elect to give up his security or in any way lose his right to it." But Mr. C. Venugopalachari, learned counsel for the appellant, contended that though there petition as such may be maintainable, this court would not grant the prayer for winding up at the instance of a creditor like the respondent in this case. He relied upon the following facts, namely, that the respondent has ample security for his debt, that there is no averment that this security is insufficient, that he never demanded additional security of the company on the ground that the security had became insufficient, though the mortgage deed contained a provision enabling the respondent to demand such additional security, that except for the respondent no other creditor desired that the company should be wound up and that no useful purpose will be served by the winding up except the realisation by the respondent of his security. He relied on the decision in In re Great Western (Forest of Dean) Coal Consumer's Co. There is considerable force in the argument of the appellant's counsel, and the decision in In re Great Western (Force of Dean) Coal Consumer's Co. appears to be apposite to this case. In that case, there was a creditors' petition for the winding up of a company. The petitioners represented a moiety of the first mortgage debt and debentures for a large sum of money. It was contended that the company was admittedly and clearly insolvent and therefore a winding up order was to be made. For the company, it was contended that the petitioners held security for their debt, that if their security was sufficient, they had no interest in a winding up, as they could realise their security; but if their security was insufficient, then the winding up could do no good to anyone except to the petitioners and it would prevent the company from continuing. The petition was dismissed. FRY J. gave two reasons for his order. One was that creditors whose debts amounted to a much larger sum that the sum due to the petitioning creditors were opposed to the winding up, and the other that as matters stood, nothing would be gained by a winding up. The learned Judge said : "I come to the same conclusion on another ground, viz., that, as matters now stand, it appears to me the petitioners would gain nothing if the company were would up, I mean, nothing beyond the realisation of their securities. The learned Judge said : "I come to the same conclusion on another ground, viz., that, as matters now stand, it appears to me the petitioners would gain nothing if the company were would up, I mean, nothing beyond the realisation of their securities. In the winding up I should have to administer only the equity of redemption of the company's property after satisfying the securities. Now, so far as I can learned from the evidence before me, all the substantial property of the company is included either in the first or the second mortgage, or in the further charge, and whatever is not included in them is swept up by the debentures. The debentures are largely held by the petitioners themselves, or rather by the estate which they represent. I thing, therefore, that at the present time, no practical good can result from a winding up order. And this is the second reason why I decline at the present moment to grant the prayer of the petition." * These observations equally apply to the present case. Here too, we think that nothing would be gained by a winding up beyond the realisation of the respondent's security. FRY J., while conceding that prima facie a person having an unsatisfied debt due from a company had a right ex debito justitiae to a winding up order, pointed that nevertheless the court would not make an order for the winding up if there was a large mass of other creditors opposed to the winding up. In the present case, too, we are of the opinion that it must be held that except the respondent creditor the other creditors are opposed to the winding up. According to the respondent, there are unsecured creditors to the extent of Rs. 4, 76, 628. The company stated that out of the total amount due to creditors a sum of nearly Rs. three lakhs was due to the managing agents and they were neither pressing for the repayment of their debt, nor were they anxious that the company should be would up. The company also stated definitely that the other creditors to whom a sum of about Rs. 1, 60, 000 was due were not supporting the petition for winding up. These statements of the company have not been proved to be wrong or inaccurate. The company also stated definitely that the other creditors to whom a sum of about Rs. 1, 60, 000 was due were not supporting the petition for winding up. These statements of the company have not been proved to be wrong or inaccurate. We must, therefore, take it that excepting the respondent, no other creditors is in support of the petition for winding up. Before us, two creditors have sought to be impleaded to oppose the petition for winding up Mr. Venugopalachari referred us also to the decision in In re, Greenwood and Co. where the following proposition was laid down : "An unpaid creditor of a company is not entitled to a winding up order unless he can show that the general body of the creditors will derive benefit from the order being made; it is not enough for him to show that he himself will be benefited by it." * In the present case, too, it looks as if the only person to be benefit by the winding up order would be the respondentMr. C. R. Pattabhairaman for the respondent urged upon us strongly the general rule that a creditor who cannot get paid has a right to a winding up order whether he be a secured or an unsecured creditor. Undoubtedly, this is the general rule. But this right of the creditor is always subject to the discretion of the court. The court may, nevertheless refuse to make a winding up order having regard to the wishes of the majority of the creditors. (Halsbury's Laws of England, VOL. V, 2nd Edn., para. 889). the order will also be refused if it would not benefit the credits generally but only the petitioning creditor (Palmer's Company Law, 19th Edn., page 381). Both these circumstances are present in this case, and the court will, therefore, be justified in refusing to make the order Mr. Pattabhairaman, learned counsel for the respondent, was unable to cite any instance in India or in England in which in a case like the present, at the instance of a creditor holding ample security, he has been held to be entitled to an order of winding up without having had recourse to the other remedies open to him at law; He cited the decision in In re Borough of Portsmouth (Kingston, Fratton and Southsea) Tramways Co. But there the debenture-holder who eventually filed a petition for winding up had previously brought an action to enforce his security and had obtained the appointment of a receiver. STIRLING J., in repelling the contention that the petition was not maintainable, said : "It is admitted that an ordinary creditor of a company might present a petition to wind up the company and obtain an order upon it. I fail to see why a debenture holder, whose debt is payable and who has exhausted all his remedies except a winding up petition without obtaining payment of his debt, should be in a worse position than an ordinary creditor who has got no security upon the undertaking. It seems to me that the remedy given to him to enforce his security upon the undertaking as a going concern, does not deprive him of his remedy as a creditor who has obtained a judgment for his debt cannot obtain payment." * So that was a case in which the petitioning creditor could not enforce payment of his debt in any way other than by a winding up order. That is not the case hereFor the reasons above mentioned, we allow the appeal and set aside the order PANCHAPAKESA AIYAR J. directing the appellant company to be wound up. We, however, think it just and necessary that we should direct the official liquidator not to hand over possession of the properties of the company in his possession of the properties to the company till the expiry of a period of three months from to-day. There will be no order as to costs Appeal allowed.