The court emphasized that the petitioner's allegations of oppression and mismanagement were primarily directed to Sections 397 & 398 of the Companies Act, providing a remedy for minority shareholders.

1. The facts leading up to this petition are stated to be as follows:

The petitioner is said to be an Engineering graduate, who also holds a Masters degree in Business Administration. In the year 2006, he is said to have conceived of a project in the business of manpower consultancy, owing to its need in the city of Bangalore with its growing IT Sector. Shankar, a class mate of the petitioner is also said to have evinced interest in joining the petitioner in the business. As they required adequate finance, Shankar is said to have associated one Venkatesh, a business man to invest funds. Initially, it was intended to establish a partnership firm. However, in order to enhance their image as a corporate entity, a private limited company was incorporated under the Companies Act, 1956 (Hereinafter referred to as the 'Act', for brevity). It transpires that Shankar's sister, Lokamata, who had worked in the IT industry and who was said to have gained considerable experience, also evinced interest in being part of the Company and she was also brought into the company as a Director. Thus, with the petitioner, Shankar and Venkatesh, each holding 33% share and Lokamata holding 1% of the shares commenced the business. It is stated that it grew from strength to strength and soon had touched a turnover of Rs.48 Crore with a workforce of 3700 employees.

It is stated that the petitioner was a whole time director of the company, while Shankar was said to be the Managing Director of the company. Shankar was said to be handling the financial transactions while the petitioner was working in the field. The petitioner along with Shankar and Venkatesh were authorised signatories on behalf of the company. It is emphasized that though apparently it was structured as a company, in reality, and m essence was a partnership firm and was a company only to appeal to its clients.

2. While matters stood thus, Shankar is said to have token ill and died all of a sudden in February 2013. It then transpires that the elder brother of Shankar, namely, Umesh along with Rangappa Divakar and Mudduraju Rangappa along with other family members and friends Chetan Bhaskar Shetty, Kodialbail Bhaskar Shetty and Budari Dasappa Basavaraj, had expressed their desire to join the company as its Directors. The share holding of late Shankar is said to have been transferred in the name of Umesh, On the reconstitution of the Board of Directors, it is alleged that the newcomers started to function erratically and even though they had no expertise or knowledge of the business, had started to interfere in the functioning of the petitioner and impeded the smooth functioning of the business. It is alleged that Lokamata had also started colluding with her brother and others. It is alleged that the petitioner was literally sidelined and the aforesaid persons, who are arrayed as the respondents, took a dominant position in the company and took over the finances of the company.

The petitioner claims that he had offered his family properties as security for the purposes of raising capital for the company. The sum thus raised was about Rs.5.82 crore is alleged that the respondents deliberately chose not to service the loans, which had been raised on the security of the petitioner's properties and thus sought to jeopardize the same. And on the other hand, the funds of the company were surreptitiously sought to be diverted to the personal accounts of the respondents to the detriment of the petitioner. It is claimed that as on the date of the petition a sum of Rs.15.80 crore was available in the account of the company as against a liability of Rs. 15.21 crore, which included the loans obtained on the security of the properties of the petitioner.

It is also alleged that Venkatesh was also threatened and intimidated to toe the line of the respondents and had been won over by the respondents. It is also the claim of the petitioner that in view of the above circumstances, the business has co