J U D G M E N T

C.K. Thakker, J.

1. Leave granted.

2. Both these appeals have been instituted against common judgment and order passed by the Division Bench of the High Court of Judicature at Bombay (Original Side) dated February 20/21, 2006 in Appeal Nos. 449-450 of 2005 in Company Petition No. 857 of 2004. First appeal has been filed by Severn Trent Water Purification Inc. while the second appeal is filed by Chloro Controls (India) Pvt. Ltd.

3. The facts giving rise to the present appeals, in brief as noted by the Division Bench of the High Court are as follows.

4. Severn Trent Water Purification Inc., USA (hereinafter referred to as "Severn Trent") filed a petition for winding up the Capital Controls (India) Private Limited (hereinafter referred to as 'the Company') on just and equitable grounds under Section 433(f) of the Companies Act, 1956 (hereinafter referred to as 'the Act'). The learned Company Judge by his order dated 21st April 2005 admitted the company petition. Aggrieved thereby two appeals came to be filed. One appeal (Appeal No. 449 of 2005) was filed by Chloro Controls (India) Private Limited, which has 50% shareholding in the company and the other appeal (Appeal No. 450 of 2005) was filed by the Company. As both the appeals arose out of one and the same order passed by the Company Court, the appeals were heard together and decided by a common judgment.

5. The petitioner set up the case in the petition for winding up of the Company thus:

(i) Severn Trent is a Corporation organized and existing under the laws of the State of Pennsylvania, USA having its office and place of business at 3000 Advance Lane, Colmar, Pennsylvania 18915, USA.

(ii) Severn Trent was formerly known as Capital Controls (Delaware) Company, Inc.

(iii) In or about 1990, Severn Trent's group acquired Capital Controls Company, Inc. and subsequently the name of Capital Controls Company, Inc. was changed to Severn Trent Water Purification, Inc. with effect from 1st April, 2002.

(iv) On March 31, 2003, Capital Controls (Delaware) Company Inc. amalgamated with and merged into Severn Trent and pursuant to the merger agreement, Capital Controls (Delaware) Company, Inc. went out of existence.

(v) Reference to Severn Trent includes reference to the Capital Controls Company, Inc. as well as Capital Controls (Delaware) Company, Inc. and, therefore, Severn Trent in its present name is entitled to the rights and benefits of the Capital Controls (Delaware) Company, Inc. and Capital Controls Company, Inc. and to file and maintain the company petition.

(vi) Chloro Controls (India) Private Limited, a company controlled by Mr. M.B. Kocha and Capital Controls (Delaware) Company, Inc. set up joint venture company - Capital Controls India Private Limited (the company) in Mumbai with the object of manufacturing (in India) and distributing within the geographical boundaries of India, Nepal, Bhutan and Afghanistan certain gas chlorination water treatment systems and a single product line of brine electro chlorination system from component parts supplied by Severn Trent. For the said purpose, a Joint Venture Agreement was executed by the parties on November 16, 1995.

(vii) Authorised capital of the company is Rs.75,00,000 (Rupees seventy five lakhs) divided into 7,50,000 equity shares of Rs.10/- each. Severn Trent holds 3,75,000 equity shares being 50% of the equity share capital of the company. The other 50% of the shareholding of the company is held by Chloro Controls (India) Private Limited. (viii) Chloro Controls (India) Private Limited filed Suit No.233 of 2004 against Severn Trent with the sole object of circumventing the dispute resolution provisions in the Joint Venture Agreement entered into between the parties.

(ix) Due to wrongful sta