Ruma Pal, J. - (1.) M/s. Harbanslal Malhotra & Sons Ltd. (referred to as the Company) carries on business inter alia as manufacturer and dealer in safety razor blades, razor blades, safety razors, electrical shavers, and cosmetics. The share holding of the company is divided equally between the appellant No. 1 and his group, the respondent No. 2 and his group and the respondent No. 3 and his group. The appellant No. 1, the respondent No. 2 and the respondent No. 3 are brothers.
(2.) On 30th September, 1992 the appellants filed an application under sections 397 and 398 of the Companies Act, 1956 (referred to as the Act) against the respondents alleging that the respondents had totally excluded the appellant from the management of the company and were keeping the appellant in the dark about the management and business affairs of the company. It is not necessary to go into all the particulars pleaded in support of this case for the purpose of this appeal. The relevant allegation in the petition made is that the respondents Nos. 2 and 3 and their group were intending to sell their share holding in the company and pass on the control of the company to certain outsiders. According to the appellant's petition, transfer of shares would tantamount to selling of assets of the company which included valuable immovable properties and that the transfer was being made surreptitiously in violation of the Articles of Association. It was alleged : "The respondent Nos. 2 and 3 are holding regular meetings with Mr. G.S. Gill the Managing Director of M/s. Indian Shaving Products Limited an Indian subsidiary of M/s. Gillette and Mr. J.C.Ribera, Group Vice President of M/s. Gillette in charge of operations in Africa, Middle East and East European countries. The petitioners are not aware as to what transpired in such meetings."
(3.) M/s. Gillette International (referred to as Gillette) is a foreign multinational company which also manufactures and trades in inter alia the same products as the company.;