JUDGMENT : Patra, J. - This is an appeal against the order of the Hon'ble Company Judge directing that the Rupa Bharati Ltd. be wound up under the provisions of the Companies Act, 156. This Company was incorporated on 3rd October, 1947 as a public Company limited by shares with its registered office at Kafla Bazar, Cuttack. The nominal capital of the Company is Rs. 5,00,000/- divided into Rs. 50,000/- ordinary shares of Rs. 10/- each. The amount of capital subscribed and paid-up is Rs. 2,92,283-50 np. The main object for which the Company was established as per the Memorandum of the Company was to carry on the business of the proprietors, Managers and Agents of Theaters, palaces and balls, Cinematographic shows and exhibitions, Talkie houses, concerts dancing, lectures, public meetings musical dramatic or variety performance of every description and all kinds of public and private entertainments and in particular to provide for staging of dramas or plays and to let the premises of the Company to be used for such other purposes as may seem expedient. The Company was very irregular in the matter of filing the statutory returns and hence the Company and its Directors were prosecuted for the years 1957.61 for defaults in submitting the Balance Sheets and the Annual Returns. The Company thereafter filed its Balance Sheet and Annual Returns for the years 1957.62 which disclosed a sordid state of affairs. The Company had also suspended its business from 1957 onwards and did not carryon any business during this period. The Balance Sheet as on 31st December, 1962 disclosed that the subscribed and paid up capital comes to Rs. 2,92,283.50 p. and the total realisable assets amount to Re. 4,635/-. The total liabilities of the Company as on 31-12-196 stood at Rs. 1,65,372/-. The Profit and Loss Accounts for the year ending 31-12-62 would show that the Company has incurred a net loss of Rs. 185/- during that year. Thus the net liabilities of the Company were increasing year by year and the Company was unable to pay its debts and thus is liable to be wound up. 1,65,372/-. The Profit and Loss Accounts for the year ending 31-12-62 would show that the Company has incurred a net loss of Rs. 185/- during that year. Thus the net liabilities of the Company were increasing year by year and the Company was unable to pay its debts and thus is liable to be wound up. In view of the aforesaid state of affairs the Registrar of Companies after obtaining sanction from the Central Government as required under the 2nd proviso to Sub-section (5) of Section 43 of the Companies Act, 1956 filed an application in Court to wind up the Company under Clauses (c) and (e) of Section 433 of the Companies Act. 2. The application for winding up was opposed by Sri Surendra Kumar Das, the Director in charge of the Company. He disputed the correctness of the allegations that the Company has suspended its business from 1957 onwards. He averred that the Company was always keen to carryon the business and produced in Court correspondence in support of this contention. Regarding the assets he stated that the Company being a Film Enterprise, the only tangible assets in which its capital can be invested is pictures which like other tangible assets is liable to depreciation year after year at a certain rate. Although the technical residual value of a picture (after writing off depreciation at the prescribed rate year after year) be shown as nil in the Balance Sheets, the picture may still exist and be capable of producing handsome incomes. In the circumstances, he contested the averments made in the petition that the paid-up capital amounting to Rs. 2,92,283-00 is already lost. 3. He also strongly contested the allegation that the Company was not in a position to pay its debts. According to him no debt excepting the one due to himself as Managing Direct or exists and that as no body has demanded payment it was not correct to say that the Company was not in a position to pay its debts. 4. Section 433 of the Indian Companies Act, 1956 so far as it is material for the purpose of this case stands thus: A Company may be wound up by the Court ... ... ... (c) if the company does not commence its business within a year from its incorporation, or suspends its business for a whole year; ... ... ... Section 433 of the Indian Companies Act, 1956 so far as it is material for the purpose of this case stands thus: A Company may be wound up by the Court ... ... ... (c) if the company does not commence its business within a year from its incorporation, or suspends its business for a whole year; ... ... ... (e) if the Company is unable to pay its debts ... ... ... 5. The learned Company Judge in the order under appeal had confined himself only to the question whether the Company has suspended its business for a whole year and relying on the reports of the Directors and the audit reports for the rears 1957 to 1962 came to the conclusion that the Company did suspend its business not only for a whole year but for at least 6 years from 1957 to 1962. He found that apart from 2 pictures namely a documentary film produced in 1948 and "Sri Jagannath" said to have been produced in 1950, the Company has not produced any other film for about 20 years since its incorporation. He also closely examined the submissions made by the Director of the Company that it had not abandoned its business and referred to several documents on which the Company relied in support of its assertions and came to the conclusion that the Company did not appear to be serious in carrying on its business and that it is in a moribund state and there is no hope of recovery from its deplorable financial position. In this view of the matter he ordered the winding up of the Company. 6. The audit reports for the years ending 1957 to 1962 and the reports of the Directors for the same period are on record and have been marked as Annexures. The audit report for each of these years shows that during the years the Company had not carried on its business. In the Directors report for each of the years it is stated that. The Directors endeavors at revival of the activities of the Company have proved of no avail and the prospects of re-organisation look as gloomy as before. One of the signatories of the Directors' report is Sri Surendra Kumar Das himself who as the Managing Director of the Company is contesting this application. The Directors endeavors at revival of the activities of the Company have proved of no avail and the prospects of re-organisation look as gloomy as before. One of the signatories of the Directors' report is Sri Surendra Kumar Das himself who as the Managing Director of the Company is contesting this application. In view of these circumstances there cannot at all be any doubt that the Company had suspended its business not only for one whole year but for several years continuously. This itself is enough to attract the provisions of Sub-section (c) of Section 433 of the Companies Act. It is however contended by Sri J.K. Mohanty appearing for the Company that the power to wind up the Company u/s 433 of the Companies Act is discretionary and that as the Company has been making all endeavors to carryon the business the Court (sic) exercise of its discretion should give a further chance to the Company and not order its winding up. He relied on two decisions reported in Murlidhar Roy v. Bengal Steamship Co. Ltd. AIR 1920 Cal. 722 and O.P. Basra and Others Vs. Kaithal Cotton and General Mills Co. Ltd., Both these decisions show that the matter of granting or refusing an application for winding up of a Company rests entirely in the discretion of the Court, and in the case of a Company which has suspended business for a whole year, the power will be exercised only when there is a fair indication that there is no intention to carryon the business ; if the suspension is satisfactorily accounted for and appears to be due to temporary causes, the order my be refused. Where the Court is satisfied that no business has often or is likely to be commenced he should pass orders for winding up of the Company. It may be said straight away that no explanation has been offered by the Company for not carrying on any business from 1957 to 1962. Some letters relating to the period subsequent to 1962 had been filed with a view to show that it is making efforts to carryon the business. It may be said straight away that no explanation has been offered by the Company for not carrying on any business from 1957 to 1962. Some letters relating to the period subsequent to 1962 had been filed with a view to show that it is making efforts to carryon the business. These documents have been examined at some length by the learned Judge and he found that the letters disclosed that in one or two cases some negotiations were started either for production of a feature film or for the sale of the film "Sri Jagannath" but that these negotiations were not further pursued. The learned Judge therefore came to the conclusion that there as no hope of recovery from the deplorable financial position of the Company. It is obviously with a view to rebut this conclusion that an application was made in this Court for admission of additional evidence and to the application are annexed true copies of some correspondence which the Company had carried on with others. All that these new documents disclose is that the Company had arranged for a preview of the documentary feature film "Kanak Kamala" at Capital Talkies on 24-6-1963 for supplying the same to the Education Department and that it was sold to the said Department for Rs. 13, 500/-. If this is all the activity that the Company could carryon during the five years since 1962, it certainly does not reflect any credit either on its capacity of its sincerity. We are therefore satisfied that there are no circumstances to influence us to take a view different from the one taken by the learned Company Judge. 7. In the result, we do not find any merit in this appeal which we do hereby dismiss, but in the circumstances without costs. G. K. Misra, I. 8. I agree. Final Result : Dismissed