Under what condition will a court grant an action for just and equitable winding up?

A court will grant an action for just and equitable winding up primarily under the condition that there is no other effective remedy available to address the situation at hand. This principle is rooted in the understanding that winding up must be a last resort; it is typically sought when the company is not functioning as intended and no other solutions are viable for resolving disputes or management issues among shareholders.

In situations where the division of interests between shareholders has irreparably broken down or where the purpose of the company has become frustrated, winding up can be justified. The court recognizes that if there are alternative ways to resolve the conflict, such as mediation or an internal restructuring, then these should be pursued before resorting to the serious step of winding up the company, which effectively ends its existence.

The other circumstances listed are not sufficient on their own. The mere fact that a company is facing bankruptcy does not mean that winding up is a necessary or proportionate response. Similarly, even if the majority of shareholders agree to winding up, this does not guarantee that the court will grant it if other remedies are still available. Lastly, a decline in company profits can indicate poor performance but does not, by itself, warrant winding up, especially if it's possible to rectify the issues leading to that decline