JUDGMENT :

Chelameswar, J.

1. The first respondent is a company under the Companies Act, 1956 (hereinafter referred to as “the Act”). Two appellants herein who are mother (since deceased) and son respectively are minority shareholders holding or otherwise controlling 17 per cent of the equity in the first respondent company.

HISTORY OF THE COMPANY

2. First respondent company is carrying on the business of “selling chemical process, knowhow and of manufacturing dyes, chemicals and textile auxiliaries” etc. It all started as a family firm in the year 1962 known as M/s. Gardha Chemicals Industries. The above-mentioned partnership was created by (1) the mother of the first appellant, (2) the husband of the first appellant, (3) a sister of the first appellant and the second respondent -the brother of the first appellant. The partnership deed contained a clause that none of the partners could sell his/her respective share in the firm without offering it first to the other partners.

3. On 6th March, 1967, a private limited company was incorporated with the principal object of taking over the assets and liabilities of the above-mentioned partnership as a going concern. Article 57 of the Ar