JUDGMENT - S.S. NIJJAR, J.:---The respondent No. 1, Gharda Chemicals Limited "Company" for short) is a Company originally incorporated on March 6, 1967 as a Private Limited Company by shares. From August 17, 1988, it has become a deemed public company by shares by virtue of section 43-A of the Companies Act, 1956, hereinafter referred to as "the Act". The petitioners among themselves hold approximately 27 per cent of the shares. The remaining 73 per cent of the shares are held by respondent Nos. 2 to 13. The company petition has been filed under sections 397 and 398 for appropriate reliefs under sections 402 and 403 of the Act. Thereafter the petition has been amended under orders of this Court in Company Application No. 77 of 1991. Further amendments are also sought in Application Nos. 130 of 1993 and 658 of 1999. A number of other applications have also been filed for various other reliefs including declaration of dividend. An application has also been filed by respondent Nos. 1, 2 and 4 under section 402 of the Act seeking directions that one or the other groups ought to be directed to buy out the other group in view of the circumstances prevailing in the Company.

2.By an order dated 23rd July, 1999, Radhakrishnan, J., had directed that the main company petition be taken up peremptorily for hearing and final disposal on 19th August, 1999. In view of the above, the respondents did not press for any ad-interim relief. Since the assignment changed before company petition could be heard, it was directed that the respondents would be at liberty to move the Court for ad-interim order in Company Application No. 466 of 1999. The matter was directed to be placed before the Regular Judge taking Company matters on 26th August, 1999. It is in these circumstances the company petition along with the applications have come up for hearing before this Court.

3.In Company Application No. 77 of 1991, Dhanuka, J., by an order dated 13th March, 1992 allowed some of the proposed amendments and disallowed some. In pursuance of the aforesaid order, the amendments have been duly carried out.

4.The matter came up for hearing for the first time on 26th October, 1999. At that time, Mr. Manohar, learned Counsel appearing for respondent Nos. 1 to 4, submitted that the company petition is not maintainable. He submitted that the petition ought to be dismissed by exercising powers under Order 7, Rule 11 (a) as disclosing no cause of action. He submitted that even accepting the averments in the petition in toto, no case has been made out under section 397 of the Act. So far as the plea with regard to mismanagement is concerned, the learned Counsel has pointed out to the order of Justice Dhanuka dated 25th April, 1991 where it is observed as follows:

"The 1st respondent has built up large resources. It has been fairly stated by the learned Counsel on behalf of the petitioners that the petitioners are not complaining of any mismanagement of the affairs of the said Company and the petitioners are not invoking section 398 of the Companies Act."

In view of the above it is submitted by Mr. Manohar that the allegations pertaining to mismanagement ought not to be considered by this Court even whilst considering as to whether or not they would also form part and parcel of series of events leading to oppression. It was also mentioned by Mr. Manohar that the jurisdiction of this Court under sections 397 and 398 of the Act has been taken away with effect from 31st May, 1991 on the setting up and coming into operation of the Company Law Board. He submitted that since the company petition was filed on 13-2-1990, circumstances/events occurring on or before 13-2-1990 can only be looked at. He further submitted that for this purpose only the unamended petition can be looked at. The amendment having been carried out by virtue of order dated 13th March, 1992 cannot be looked at whilst considering the question as to whether the company petition discloses a cause of action. Mr. M

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