S.D. Agarwala, J. - (1.) This is a petition under Sections 397 and 398 of the Companies Act, 1956, in the matter of Naini Oxygen and Acetylene Gas Ltd., having its registered office at Allahabad (hereinafter referred to as "the company"). The petition has been filed by M/s Kumar Exporters P. Ltd., Ashoka Agarwala and others, who belonged to the same group, for relief under these sections, as, according to them, the affairs of the company are being conducted in a manner oppressive to them.
(2.) This company was incorporated on October 29, 1974. Initially, the promoters of the company were four groups, namely, P. L. Gupta group, D. P. Agarwal group, Basheshar Nath group and Anil Saran group. P. L. Gupta was appointed the managing director of the company for a period of five years. Thereafter, in the year 1978, the board of directors removed him from the said position. It appears, subsequently, disputes took place between the parties and, ultimately, the management of the company went into the hands of Basheshar Nath group and Anil Saran group. This petition consequently, has been filed by D. P. Agarwal group seeking relief from this court against the Basheshar Nath group and Anil Saran group. P. L. Gupta has been impleaded as respondent No. 9 in this petition. According to the petitioners, Basheshar Nath group and Anil Saran group are managing the affairs of the company. Learned counsel for the petitioners, consequently, stated that they do not want any relief against P. L. Gupta.
(3.) This petition was filed on November 30, 1981, and, thereafter, notices were issued to the opposite parties. The opposite parties contested the petition. I heard the parties on merits of the petition for some time. Thereafter, the parties took time to explore the possibility of a compromise. This procedure was adopted as it was felt that in case the dispute continued between the D. P. Agarwal group and the two other groups, namely, Basheshar Nath group and Anil Saran group, the entire company could be completely ruined resulting in colossal losses, not only to the shareholders, but to the public as well. The petitioners and respondent Nos. 1 to 8, 11 and 12, consequently, came to terms out of court. They have now filed a joint affidavit annexing a copy of the terms agreed upon between them. The substratum of the compromise is that the D. P. Agarwal group has agreed to purchase the shares of the Basheshar Nath group and Anil Saran group resulting in the D. P. Agarwal group acquiring the majority shares in the company. Since D. P. Agarwal group would become the majority shareholders, the Basheshar Nath group and Anil Saran group, who are in the management of the company, have agreed to hand over the management to the D. P. Agarwal group thus terminating the dispute between the D. P. Agarwal group on the one hand and the Basheshar Nath group and Anil Saran group on the other.;