N.D.Ojha, J. - (1.) This special appeal and the connected Special Appeal No. 7 of 1985 have been preferred against the judgment of a learned single judge of this court dated April 30, 1985, whereby two applications for execution of decree passed in Company Petition No. 23 of 1981 on January 9, 1984, were allowed. A direction was issued that the decree dated January 9, 1984, shall be transmitted to the court of the Civil Judge, Allahabad, for execution in accordance with law.
(2.) Naini Oxygen and Acetylene Gas Ltd., Allahabad (hereinafter referred to as " the company "), was incorporated as a public company limited by shares under the provisions of the Companies Act, 1956 (hereinafter referred to as " the Act"). It appears that there were four groups of directors managing the affairs of the company, namely, (I) Group of Basheshwar Nath, (2) Group of Anil Saran, (3) Group of Durga Prasad Agarwal and (4) Group of P. L. Gupta. Basheshwar Nath and Anil Saran's groups were in the majority and were consequently the dominant group. An application was made by the group represented by Durga Prasad Agarwal being Company Petition No. 23 of 1981 in this court under Sections 397 and 398 of the Act on the ground of oppression on the part of the dominant group. The application, it appears, was heard by the learned company judge on various dates and during the course of hearing the parties brought it to the notice of the court that they had come to terms and a compromise had been arrived at which was in the best interest of all concerned including the company. The learned company judge, after scrutinising the terms of the compromise, came to the conclusion that passing of a decree in the terms of the compromise arrived at between the parties would be in the interest of the company and accordingly, he passed the decree dated January 9, 1984, referred to above. All the parties to Company Case No. 23 of 1981 appear to have been satisfied with the judgment and decree passed by the learned company judge on January 9, 1984, as no one preferred any appeal against the decree. The said decree has thus become final.
(3.) As a result of the decree dated January 9, 1984, the shares were transferred by the dominant group in favour of the group represented by Sri Durga Prasad Agarwal who had made the application under Sections 397 and 398 of the Act, with the result that the group represented by Sri Durga Prasad Agarwal now becomes the dominant group. Under the terms of the compromise, certain payments were tn bo made within the time specified therein by the company to certain persons mentioned in the compromise application. The payment not having been made to them within the specified time, the persons concerned made two sets of applications for execution of the decree dated January 9, 1984, and as already pointed out above, it is on these applications that the order appealed against dated April 30, 1985, was passed.;