JUDGMENT

BHARUCHA, J. - These are cross appeals against the judgment and order of a Division Bench of the High Court or Madhya Pradesh.

2. The appellant in Civil Appeal No. 1975 of 1986, Shekhar Mehra (Mehra), and the second appellant in Civil Appeal No. 1974 of 1986, R.K. Dubey (Dubey) promoted Kilpest Pvt. Ltd. (the company) and were its first Directors. Dubey was the Managing Director and Mehra was the Joint Managing Director. The two fell out and Mehra did not attend the Board or other meetings of the company after 1-9-1981. In December 1981 Mehra, his relations and friends (the Mehra group) held 1500 shares of the company of Rs 100 each and Dubey, his relations and friends (the Dubey group) held 1625 shares. Thereafter the Dubey group increase its shareholding so that when the present petition was filed they held 4500 shares. As a Board meeting of the company held on 2-1-1982, K.P. Mishra, the third appellant in Civil Appeal No. 1974 of 1986, was appointed to the Board as an Additional Director. In the Extraordinary General Meeting held on 15-1-1983, Articles 84 to 86, 91 and 93 of the Articles of Association of the company, which provided for the management of its business by