( 1 ) THIS company petition is presented by the petitioners under sections 397 and 398 of the Companies Act, 1956 (to be hereinafter called the 'act' ). The respondent-company is a private limited company incorporated under the Companies Act, in the name and style of M/s. Rakhra sports private ltd. (hereinafter referred to as the 'company' ).

( 2 ) PETITIONERS 1 and 2 and respondents 2 and 3 were initially carrying on thebusiness in partnership under the name and style of rakhra sports company for more than three decades, in equal proportions contributed towards the capital and likewise in equal proportions they were sharing the profits and losses. Apart from their business relationship are also close family relationship. The firm of M/s. Rakhra sports company was being taken over as a going concern by the company with effect from the close of working hours on 30-11-1983. The registered office of the respondent is located at no. 6, commercial street, bangalore. Petitioners 1 and 2 and respondents 3 and 4 were the board of directors and directors of the respondent-company. In order to maintain business relationship between the parties inter se they have incorporated