Q.Explain briefly the "just and equitable" ground for winding up of a company by the Tribunal.

The "just and equitable" ground allows the Tribunal to order winding up in situations that do not fit neatly into the other specific grounds, but where fairness clearly calls for the company to be closed.

Among the grounds listed in Section 271 of the Companies Act, 2013, the "just and equitable" ground stands apart because it is not tied to any specific fact pattern; instead, it gives the Tribunal a wide, residual discretion to wind up a company whenever the overall justice of the situation calls for it.

Why such a ground exists. However carefully a statute lists specific grounds (special resolution, fraudulent conduct, filing defaults, and so on), real-life company disputes can take forms the drafters did not specifically anticipate. The "just and equitable" ground exists as a safety valve, allowing the Tribunal to step in wherever winding up is genuinely the fair outcome, even though no single named ground squarely applies.

Typical situations. Courts and Tribunals have, over time, recognised certain recurring situations as falling within this ground, including:

• A complete deadlock in the management of the company — for example, where two equal groups of shareholder-directors are in such deep and permanent disagreement that the company can no longer function.
• Loss of substratum — where the very purpose or main object for which the company was formed has become impossible to achieve, so that continuing the company serves no real purpose.
• Circumstances amounting to a justifiable loss of confidence in the way the company is being managed, particularly in closely-held companies that function much like partnerships. …

Treating the "just and equitable" ground as automatically available whenever shareholders simply disagree is incorrect — the Tribunal requires the facts to …