JUDGMENT : V. CHITAMBARESH, J. 1. The averments in the Company Petition reveal that reliefs of oppression and mismanagement under Sections 397 and 398 as well as winding up under Section 433(f) of the Companies Act, 1956 are sought. Only the Company Law Board was vested with the jurisdiction to grant reliefs under Sections 397 and 398 of the Companies Act, 1956 when the Company Petition was filed. Nevertheless this Court retained jurisdiction to grant relief of winding up at the time of institution of the Company Petition which was lost much later only. The Company Judge has rejected the Company Petition at the threshold itself relying on Section 443(2) of the Companies Act, 1956 which is extracted hereunder: “443. Powers of Tribunal on hearing petition (1) xxxx xxxx xxxx xxxx (2) Where the petition is presented on the ground that it is just and equitable that the company should be wound up, the Tribunal may refuse to make an order of winding up, if it is of the opinion that some other remedy is available to the petitioners and that they are acting unreasonably in seeking to have the company wound up instead of pursuing that other remedy.” The above provision only means that a company shall not be ordered to be wound up if the Court is of the opinion that other remedies like oppression and mismanagement are available. The remedy of winding up of a company shall be the last resort and the provision does not at all affect the jurisdiction of the Court to entertain a company petition for winding up. Whether the relief of winding up of a company should be granted or not is altogether a different matter which can be decided only after a hearing of the company petition. 2. It was inter-alia contended that the petitioner in the Company Petition is not a contributory as defined under Section 428 who alone can maintain a company petition under Section 439(1)(c) of the Companies Act, 1956. The petitioner in the Company Petition asserts that he is a contributory of S.N.D.P. Yogam which is a non-trading company to which the Companies Act, 1956 does apply. Clause (4) of the Memorandum of Association of the S.N.D.P. Yogam speaks both of liability as well as shares making it ambiguous warranting an adjudication as to its constitution. The petitioner in the Company Petition asserts that he is a contributory of S.N.D.P. Yogam which is a non-trading company to which the Companies Act, 1956 does apply. Clause (4) of the Memorandum of Association of the S.N.D.P. Yogam speaks both of liability as well as shares making it ambiguous warranting an adjudication as to its constitution. The Memorandum of Association does not give any indication of S.N.D.P. Yogam being a company limited by guarantee as held in Re: S.N.D.P. Yogam, Quilon, 1970 KLT 365 , 1969 KLJ 819 . Suffice it to say that the matter needs a deeper probe after the evidence is let in by the parties particularly in the context of P.C. Aravindan vs. M.A. Kesavan and Others, 1973 KLT 70 : 1973 KLJ 341 . An advertence to Clause 4 of the Memorandum of Association as well as Clauses 4, 71, 72 etc. of the Bye-laws of S.N.D.P. Yogam may also be essential in the process. 3. The following observations in M/s. World Wide Agencies Pvt. Ltd. and Another vs. Mrs. Margarat T. Desor and Others, AIR 1990 SC 737 at a time when the jurisdiction vested in the High Court only are apposite: “We are in agreement with the High Court that the petition must proceed up to certain stage which is common to both winding up and though there may be some difference in procedure to be adopted, it is not such which is irreconcilable and cannot simultaneously be gone into. Indeed these are made in the manner indicated before. It has to be borne in mind that a discretion is conferred on the Court and it is only when the Court is satisfied that the facts justify the making of a winding up order on the ground that it is just and equitable that the company should be wound up, but if the Court is further of the opinion that it would be a remedy worse than the disease, then the Court can examine whether the alternate relief by way of a direction under Section 397 can be granted.” A composite company petition of the nature filed is perfectly maintainable and this Court had the jurisdiction to grant the relief of winding up at the time of its preferment. We shall not be misunderstood as holding that a case for winding up the company has been made out though the impugned judgment to the extent it holds that this Court lacks jurisdiction is unsustainable. 4. We set aside the impugned judgment and remit the Company Petition to the Company Judge for disposal in the light of the observations above and the same would be listed for hearing as per roster. 5. The Company Appeal is allowed. No cost.