M.C. Jain, J. - (1.) The dispute relates to a public limited company-Trackparts of India Ltd. which is appellant No. 1 in Appeal No. 2 of 2000 and respondent No. 6 in Appeal No. 3 of 2000. The said appellant No. 1 and appellants Nos. 2 to 5 were respondents before the Company Law Board (for short "CLB") in Company Petition No. 35 of 1998. An application had been made there by the present respondents Nos. 1 to 5 under Section 397/398 of the Companies Act, 1956. Both the parties were on the board of directors. The appellants in the other Appeal No. 3 of 2000 are other shareholders of the company. In this appeal No. 3 of 2000, both the parties before the CLB in Company Petition No. 35 of 1998 have been arrayed as respondents. The appellants of this Appeal No. 3 of 2000 are family members/close relatives of appellants Nos. 2 to 5 of. Appeal No. 2 of 2000. In a sense, they are the alter ego of the appellants of Appeal No. 2 of 2000. The two appeals are connected with each other and are being decided by this common judgment. The appellants in both the appeals are aggrieved by an order November 30, 1999, passed by the CLB in the company petition aforesaid which was modified by subsequent order dated January 12, 2000. The grievance of the appellants is against the direction of the CLB providing for the division of the assets of the company, giving an option to the respondents of Appeal No. 2 of 2000 to obtain forge division.
(2.) It is necessary to relate the previous background leading to this litigation. All the facts are detailed in the impugned order of the CLB and those relevant for the decision of the instant appeals are being detailed here. M/s. Trackparts India Ltd. (hereinafter referred to as "the company") was incorporated as a private limited company in 1969 to take over the running business of a partnership firm, namely, Trackparts India in which the predecessors of the parties presently litigating were the partners. At that time, the shareholders' position was like this : 1. H.N. Bhargava 24 per cent. 2. K.N. Bhargava 24 per cent.
(3.) Prem Bhargava 2 per cent.;