Vimla Yadav, J. - (1.) THE undisputed facts of the case are: M/s Vidarbha Bottlers Pvt. Ltd. (R -1) was incorporated on 13.3.1987 having its registered office at Chinchbhuwan, Wardha Road, Post Khapri and Distt. Nagpur. The authorized share capital of the company was Rs. 15,00,000 divided into 15,000 equity shares of 100/ - each. The main objects of the company were to acquire and takeover as a going concern the existing partnership business of manufacturing and sale of country liquor carried on under the name and style of Messrs Vidarbha Bottlers with its name, goodwill, assets liabilities, licences, pending contracts provided that the firm shall stand dissolved after the completion of the takeover.
(2.) IN this order I am considering C.P. No. 46/05 filed by Devilal Jaiswal Group and C.P. No. 76/07 filed by Suresh Jaiswal Group under Sections 397 and 398 of the Companies Act, 1956 (hereinafter referred to as "Act") alleging certain acts of oppression and mismanagement. Sh. Subodh Darmadhikari, Counsel for the petitioners in C.P. No. 46/05 pointed out that M/s Vidarbha Bottlers was a partnership firm formed to carry on business of manufacture and sale of country liquor in pursuance of the licence granted by the State of Maharashtra under the Bombay Prohibition Act and Maharashtra Country Liquor Rules in Form CL -I. The partners of the said M/s Vidarbha Bottlers belonged to two groups, one that of Shri Devilal Jaiswal, P -1 and the other that of R -2, Shri Suresh Jaiswal. Both groups were entitled to and liable for 50 % in the profit and losses of the firm. Both the groups had brought in almost equal amount of unsecured loan in the partnership from their own concerns. R -1 was incorporated with the main object of taking over the business of the said firm M/s Vidarbha Bottlers. In this newly formed company both the groups held 50% shares each. Initial authorised share capital of the company was Rs. 15 lacs divided into 15,000 shares of Rs. 100/ - face value. However, the subscribed share capital was Rs. 10 lacs only, each group holding 5,000 shares. On 19^th September, 1991 the authorised share capital was increased to Rs. 25 lacs divided into 25,000 shares each of the face value of Rs. 100/ -. At a later point of time on 25.3.1995, both the groups were allotted 5,000 shares each additionally, as a result of which both groups continued to hold 10,000 shares each. The balance authorised share capital of Rs. 5 lacs was not subscribed to. Both the groups had almost equal amount of unsecured loan brought in the company.
(3.) THE counsel contended that it is the petitioners' case that because of the other business pursuits of Shri Devilal Jaiswal, he requested Shri Suresh Jaiswal to manage the affairs of R -1 company as he had great trust in his friend i.e. R -.2. The respondents' case is that R -2 imposed a condition that P -1 and his group would not participate in the affairs of the company in September, 1993 because of their alleged misdemeanour, this stand is seriously disputed by the petitioners. The petitioners' group stands excluded from the management of R -1 since 1993. According to the petitioners all was well till the sons of R -2 became major and started participating in the business of R -1. After that the attitude of R -2 to 4 changed considerably. Interaction practically came to a standstill. No information about the affairs of the company was forthcoming. No notices of the board meeting were being received. The petitioners' group though concerned did not feel it necessary to take a confrontational approach and tried to sort things out by making friendly approaches directly as well as through common friends.;