Sujata Manohar, J. - (1.) The petitioners are the shareholders of M/s. Kelly and Henderson P. Ltd., a company incorporated on 16th November, 1947, with an authorised share capital of Rs. 25 lakhs divided into 2,500 shares of Rs. 1,000 each and the issued capital of Rs. 5,40,000 divided into 540 shares of Rs. 1,000 each out of which only 140 shares are fully paid up while 400 shares are unpaid. The 2nd petitioner is also a director of the company. The main business of the company is running a hotel known as "Hotel Waldorf."
(2.) It appears to be almost a family concern. The petitioners are sisters. Their father, Sardar Bakshi Dalip Singh, claims to have started this company. Apart from the petitioners who are the daughters of Sardar Bakshi Dalip Singh, the other shareholders are the widowed daughter-in-law, the two grandsons and the wife (since deceased) of Sardar Bakshi Dilip Singh. The only outsider is Sardar Teja Singh who holds 2 shares in the company. The present petition has been filed under ss. 397 and 398 of the Companies Act, 1956, asking for various reliefs set out in the petition on the ground of oppression and mismanagement. When the petition was admitted some time in December, 1974, the petitioners were directed to give notice to Sardar Bakshi Dalip Singh and Sardar Teja Singh. Sardar Teja Singh has throughout remained absent. Till 15th June, 1979, the company was represented through various advocates, who were instructed to appear on behalf of the company by Sardar Bakshi Dalip Singh who is the managing director of the company. At one stage, Sardar Bakshi Dalip Singh appeared personally. On 14th June, 1979, when the matter reached hearing, the company was represented by Mr. F. E. Merchant, advocate and he was being instructed by Sardar Bakshi Dalip Singh. On June 14, 1979, a compromise was arrived at between Mr. S. H. Doctor who appeared on behalf of the petitioners and Mr. F. E. Merchant who appeared on behalf of the company. Various alterations were made in the draft consent terms on that day in court and ultimately an agreement was arrived at between the parties and signed by the advocates for both the sides. Throughout these negotiations and at the time when the consent terms were signed by the advocates for both the parties, Sardar Bakshi Dalip Singh was present in court and he had agreed to the consent terms so arrived at. However, as there were a lot of alterations in ink made in the draft which had been signed by the advocates, Mr. Doctor asked for time till 2-45 p.m. on that day to put in a fair draft duly signed by the parties. On 2-45 p.m. on that day, however, I was informed that the fair consent terms were ready but Sardar Bakshi Dalip Singh was not being allowed to come to court to sign the consent terms. Under the circumstances, I adjourned the matter to the next day. Various events transpired thereafter which need not be gone into. On the next day, however, Mr. Merchant was permitted to withdraw this appearance on behalf of the company. Thereafter, the present advocates of the company have filed their appearance on behalf of the company.
(3.) After Mr. Merchant withdrew his appearance and the present advocates for the company appeared on the scene, the company challenged the compromise which was arrived at between the parties on 14th June, 1979.;