S.S. NIJJAR, J.:---This Company Application has been filed with a prayer for setting aside the order dated 17th December, 1998, on the ground that the same has been passed behind the back of the applicants who are the 50 per cent shareholders and Directors with equal powers of the petitioner Company. The petitioner Company with the intention to cheat and deprive the rights of the shareholders of the applicants, fraudulently, maliciously and mala fide defrauded the Court by suppressing the fact that the applicants are 50 per cent shareholders of the petitioner Company. A prayer is also made that pending the hearing and final disposal of the Judge's Summons, the order dated 17th December, 1998, be stayed.

2.On 4th February, 1999, leave was granted. Ad-interim relief in terms of prayer clauses (i) and (ii) were granted.

3.By order dated 17th December, 1998, Company Petition No. 646 of 1998, with Company Application No. 144 of 1998 and Company Petition No. 647 of 1998 with Company Application No. 145 of 1998 were allowed. Company Petition No. 646 of 1998 was filed by the Company viz. Sant Chemicals Pvt. Ltd. (Transferor Company), hereinafter referred to as "Sant" seeking its merger and amalgamation with the Company, Aviat Chemicals Pvt. Ltd. (Transferee Company), hereinafter referred to as "Aviat". Aviat had filed Company Petition No. 647 of 1998. A perusal of the order shows that the Notice of the Company Petition No. 646 of 1998 was given to the Official Liquidator and the Regional Director and notice of Company Petition No. 647 of 1998 was given to the Regional Director. The Official Liquidator had reported that Sant has not conducted the affairs of the company in a manner prejudicial to the interest of its members or to the public interest. Regional Director also stated that there is no apparent objection to the proposed amalgamation scheme being sanctioned. This Court perused the scheme and observed that the proposed amalgamation of the Transferor Company with the Transferee Company would result in proper co-ordination and would be more economically viable and efficient. The Court also noticed that no objection had been raised by any concerned person. Thus the amalgamation was found to be in public interest as well as being in the interest of the concerned parties. Thus Company Petition No. 646 of 1998 was made absolute in terms of prayer clauses (a) to (f).

4.In the present application being Company Application No. 152 of 1999, it is pleaded that Sant is a Company incorporated under the Companies Act, 1956. Prior to 22nd December, 1992, Gunwant Singh Chawla, Manjit Singh Chawla and Hardeep Singh Chawla were the only Directors of the company. This company's issued and subscribed capital was Rs. 5 lakhs divided into 5000 shares of Rs. 100/- each wholly subscribed by the aforesaid Directors and their relatives, hereinafter referred to as "the Chawlas". By an agreement dated 22nd December, 1992 the Chawlas entered into an understanding with the applicants, inter alia, to divide and share equally the land and the building of the petitioner company and further agreed and undertook to sell and dispose of all the assets of Sant except land and building and pay off all its liabilities. Pursuant to the agreement the shares of Sant were transferred in favour of the applicants, hereinafter referred to as "the Aroras". Thus Aroras become holders of 50 percent shares of Sant i.e. 2500 shares. The full consideration for the aforesaid shares was paid by the Aroras to the Chawlas. The shares are said to be duly transferred in the names of the respective applicants. Hardeep Singh Chawla (since deceased) resigned and as such Jagmohan Singh Arora and Kuljit Singh Arora, first and the third applicants, were appointed as Directors of Sant thereby giving equal representation on the Company's Board. Sant filed Form No. 32 with Registrar of Companies wherein first and third applicants are shown as Directors appointed on 22nd December, 1992