Mr. P. K. Bahri, J. ( 1 ) THIS petition has been filed under Section 433 read withsection 438 of the Companies Act seeking winding up of the respondent-company. ( 2 ) THIS company was incorporated in February 1980 as a private limitedcompany with a nominal capital of Rs. 1,60,000. 00 divided jnto 1,60,000. 00 equityshares of Rs. 10. 00 each. The paid up capital of the company is Rs. 15,14,550. 00 andthe authorised preferencial shares capital of the company is Rs. 9,00,000. 00 dividedinto 90,000 preferencial shares of RS. 10. 00 each and the paid up preferencial capitalof the company is only Rs. 8,50,000. 00. The petitioner is having 7500 equity sharesof value of Rs10. 00 each in this company. ( 3 ) THE company was carrying on the business of manufacturing industrialgases. Another company by the name of M/s. Uttam Air Products Private Limitedwas already functioning and the petitioner and respondent No. 2 are Directors ofthat company. Respondents 2 and 3 are real brothers and are Directors of respondentno. 1 company. The company owns a factory premises at Mandi Gobindgarh,punjab and admittedly, the petitioner was supervising and managing the operations of the factory at Gobindgarh although the petitioner resided at Chandigarh. ( 4 ) INITIALLY, it is averred that the company achieved a great success and earneda reputation and received recognition from the authorities for the good work donein that factory. It was alleged in the petition that respondents No. 2 and 3, takingadvantage of the majority share-holding, had started pilfering and misappropriating the funds of the company and had committed oppressive acts against theminority share-holders and some of the minority share-holders have already fileda petition under Sections 397 and 398 of the Companies Act which is Companypetition No. 221 /89 which is still pending in this Court. It is, further, alleged in thepetition that it is the mismanagement on the part of the respondents 2 and 3 that hascaused closure of company s business inasmuch as the factory of the company islying closed since October 1988 and no business of the company, which wascontemplated by its Articles of Association, is being done since then. It is, further, alleged in thepetition that it is the mismanagement on the part of the respondents 2 and 3 that hascaused closure of company s business inasmuch as the factory of the company islying closed since October 1988 and no business of the company, which wascontemplated by its Articles of Association, is being done since then. It is averredthat as the company has not been carrying on any business for more than a yearsince 1988, the company is liable to be wound up and it is also pleaded that it is justand equitable to wind up this company inasmuch as respondents 2 and: 3 havecommitted various acts of mismanagement and malfeasance and thus the substratum of the company has been lost. Various instances of such mismanagement andmalfeasance have been detailed out in the petition. It was pleaded that thepetitioner is a closely held family concern and as mutual confidence has been longlost amongst its major share-holders, it is, thus, just and equitable that thiscompany should be wound up. ( 5 ) THE respondents have contested the petition and have pleaded that it is dueto the mismanagement of the factory of the company by the petitioner himself thatthe business of the company had come to a stand-still. It is averred that a largenumber of criminal and civil cases have been filed against the petitioner and hisassociates which are still pending. It is alleged that the petitioner had sold awayand misappropriated precious property of the company i. e. imported cylindersand necessary legal action had been taken against the petitioner for recovering thecost of the said cylinders and the suits have also been filed against the parties towhom the said cylinders have been fraudulently sold for a very low consideration. It is pleaded that it is the petitioner who has been misappropriating the funds of thecompany and thus, it is not a fit case for ordering winding up the respondent No. lcompany. It is alleged that the Company Petition No. 221 /89 has been got filed bythe petitioner through his close relations. ( 6 ) THE admitted facts are that the respondent No. 1 company has not beencarrying on any business since 1988. It is true that the Court is not to order wind ingup of a company which has the capacity and the plan to restart its business. ( 6 ) THE admitted facts are that the respondent No. 1 company has not beencarrying on any business since 1988. It is true that the Court is not to order wind ingup of a company which has the capacity and the plan to restart its business. It isadmitted case that the respondent No. 1-company has taken loan of about 12 lakhsfrom the other company in 1989, yet the company has not been able to revive itsbusiness. ( 7 ) COUNSEL for the respondent has argued that business of company could berevived as soon as the company is in a position to recover its dues from thepetitioner and others for which the legal proceedings have already been instituted. He has referred to Printersall (P)Ltd. v. Syndicate Bank, 1981 (51) Company Cases5. In the said case, the company was formed in 1966 and the company had not beenable to carry on its business since 1975 and it was found that the company ceasedto have any place of business or machinery to carry on its business and as thesubstratum of the company had gone, the Court directed that it is a fit case forwinding up. I do not understand how this judgment is of any help to therespondent. In the present case also, the respondent No. 1 has not been able to carryon any busiess since 1988 and despite taking heavy loan from the sister company,the respondents have not been able to revive the company. The respondents havenot disclosed any future plans from which it could become apparent, pnmafacie,that business of this company can be revived. ( 8 ) HE has then placed reliance on Smt. Mridula Bhaskar v. Ishwar Industriesltd. , 1985 (58) Company Cases 442. In the said case, it appears that the companyhad been revived during the pendency of the proceedings and the Court held thattaking into consideration the balance-sheet filed by the company, the company hadnot only a hope of revival but had in fact been revived inasmuch as it had madeprofits and had also paid Rs. 12 lakhs to three financial institutions towards itsdebts. The case is distinguishable on facts. At any rate, at this stage, this Court isonly to see whether primafacie the respondents have been able to satisfy this Courtor not that there is a possibility of the business of the company being revived in anynear future. 12 lakhs to three financial institutions towards itsdebts. The case is distinguishable on facts. At any rate, at this stage, this Court isonly to see whether primafacie the respondents have been able to satisfy this Courtor not that there is a possibility of the business of the company being revived in anynear future. ( 9 ) THE question to be decided at the present stage only is whether the petitionshould be admitted nor not. The question whether the wind ing up order should bemade against this respondent-company would arise for consideration after thepetition is admitted and parties are given sufficient opportunity to substantiatetheir pleas by leading some evidence by way of affidavits or otherwise. It is also tobe kept in view that this company is a family concern of the parties and there hasocurred a deadlock in the company inasmuch as the said close relations which areholding this company have fallen out and have stopped having mutual confidencein each other. ( 10 ) ONE of the contentions raised by the learned Counsel for the petitioner wasthat the respondent-company has done some business which was not provided foras one of the objects of the company and that also should lead this Court to hold thatit is just and equitable to wind up this company. It appears that only one transactionof import of some cloves has been undertaken by the company from which thecompany had earned profit, so it cannot be said that on that ground the companyis liable to be wound up. ( 11 ) HOWEVER, in view of discussion above, this petition is liable to be admittedon the ground that the business of the company has come to a stand-still for the lastsix years and prima facie, there appears to be very little possibility of the businessbeing revived. So, I direct that the petition be admitted and the citations bepublished. in the Newspapers statesman , navbharat Times and Delhi Gazette. The matter be listed for further proceedings in Court on 8/08/1994. ( 12 ) FOR hearing arguments in this application, the matter be listed on 8/08/1994.