- (1.) The petitioner has preferred this petition under the provisions of sections 397 and 398 of the Companies Act, 1956 seeking the following reliefs: "(a) In view of the facts and circumstances it is just and equitable for the company to be wound up and distribution of the assets of the company be made in accordance with law to protect the interest of the petitioners. (b) Alternatively the respondents be directed to buy the 1,200 equity shares fully paid held by the petitioners at a fair value to be fixed by the valuer appointed by this hon'ble Tribunal and the respondents be directed to make payment to the petitioners on the basis of the said valuation with a suitable time and on terms as may be directed by the hon'ble Tribunal."
(2.) In support of the reliefs sought for, the petitioners aver in the petition that based on the existence of a prior partnership firm in which respondent No. 2, the father of respondent No. 2, namely, late Jagdish Rai, one Mr. Mohan Lal who happens to be the brother of petitioner No. 1 and one Mr. Ram Niwas Gupta were carrying on the business of manufacturing and supply of rice bran and such other like products and that after the exit of Mr. Ram Niwas Gupta the firm was reconstituted, with the induction of late Subash Goyal, the father of the petitioner Nos. 2 and 3, and that the business of the firm was carried under the name and style of Shakti Solvex & General Mills and had their office at Jind, Haryana. The petitioners further aver that in order to secure bank loan and for expansion of the partnership business the partners voluntarily formed a private limited company on 13th August, 1981, being the respondent No. 1 and the main object of the respondent No. 1 being to run the same business carried on by the partnership out of the aforesaid factory property, and at the time of incorporation the ratio of the shareholding between petitioner No. 1 and his brothers, namely, Mohan Lal and late Subash Goyal on the one part and that of the late Jagdish Rai, his wife respondent No. 5, respondent No. 3, respondent No. 4 on the other part was in the ratio of 34 : 66. However, the management being equally divided in the hands of petitioner No. 1 and his brothers and late Jagdish Rai and his family members.
(3.) The petitioners further aver that the factory, land and building was also transferred and vested under registered sale deed in favour of the respondent No. 1-company vide sale deed dated 15th February, 1980 and that the company carried on the business as a quasi-partnership. On 2nd April, 1989, the father of petitioner Nos. 1 and 3, Mr. Subash Goyal died, and soon thereafter his wife also died, on 9th July, 1991 leaving behind petitioners 2 and 3 as their legal heirs and the shares standing in the name of late Subash Goyal was transmitted by the respondent No. 1-company in the name of the petitioner Nos. 2 and 3 equally, i.e., 350 equity shares each. Further in the year 1989-90 since the business of the company had come to a standstill the respondent No. 1-company had leased out the factory, land and building to third parties. In the year 1996, Mr. Mohan Lal, the uncle of the petitioners had also transferred his shareholding in respondent No. 1, to respondent No. 2 and that the management of the respondent No. 1 remained in the hands of Jagdish Rai and, respondent Nos. 2 and 3 and that in the year 1997 the said Mr. Jagdish Rai also died and that his shareholding got transmitted to his legal heirs, namely respondent No. 2 and respondent No. 6 in equal proportions and that the shareholding pattern subsequent to the demise of Jagdish Rai in the year 1997 which continues to remain as of today as per the petitioners is as follows: ;