JUDGMENT - R.G. DESHPANDE, J.:---This is a Company Appeal by original respondents; under section 483 of the Companies Act, 1956; challenging the order dated 30th September, 1994 passed by the Single Judge of this Court in Company Petition No. 2-V of 1992 whereby the learned Single Judge of this Court admitted the Company Petition and ordered to issue advertisement which was to be published on 31st July, 1995 if in the intervening period the dispute was not settled between the parties. Needless to mention that the learned Single Judge by way of an interim arrangement appointed the parties themselves as Receiver by rotation as is directed in the order.

2. The facts of the case as alleged in the petition, in short are as under :-

3. The present appellants 2 and 3 are the husband and wife whereas respondent Madan is the real younger brother of appellant No. 2 Umesh. This is sufficient to suggest that this is a business initiated by the family members.

4. Initially both these brothers for service purposes were abroad for quite sometime. Umesh, the appellant No. 2 lost his job there and he returned back to India. However, respondent Madan continued to stay and work abroad.

5. After appellant No. 2 returned to India, both the brothers thought of starting a Hotel business or industry in India, and to be precise in Goa. Both the brothers originally belong to this State of the country. In furtherance of the idea which was entertained by the brothers, some land was purchased at Vagator, Bardez, Goa, whereon the necessary construction of the hotel building was started. According to the respondent, this business or industry was started with a clear understanding between the brothers that the shareholding was 50% each and the business would be in the shape of partnership. According to the respondent/petitioner since he was still continuing his service or job abroad, he was not in a position to take part and participate in the business directly nor was it expected from him. However, according to him, it was understood between the brothers that the appellant No. 2 was to do all the needful in furtherance of the scheme. Parties agreed that the finance would be raised by sale of their two flats at Kalina, Santa Cruz, Bombay. The flats were standing in the name of the two brothers at Bombay. According to the petitioner it was agreed that the petitioner and the respondent No. 2 would bring the cash realised from the sale of the flats in the business. The petitioner states that for the purposes of the sale of the flat, he had given a Power of Attorney in favour of respondent No. 2 and the flat of the petitioner was sold for Rs. 4,00,000/-. The petitioner further states that he remitted the following amount from abroad. Rs. 1,00,000/- in the year 1985, Rs. 75,000/- by draft on 30th April, 1986 and Rs. 1,00,000/- in the end of 1987. From the contribution of the petitioner and the respondent No. 2, necessary land to which a reference is made above, was purchased on 12th May, 1986. The land is purchased only in the name of respondent No. 2 for a consideration of Rs. 3,35,000/-. According to the petitioner there was a joint account bearing No. N.R.E. 29261 in the Canara Bank, Kalina Branch, Bombay, where the petitioner used to remit the amount which was subsequently, according to the petitioner withdrawn by the respondent No. 2. According to the petitioner initially the said account stood only in the name of the petitioner. However, it appears that subsequently, the account was converted into joint account. It is also clear from the record that for the project which was undertaken, the parties approached to the Economic Trading Corporation of Goa for finances. After completing the necessary formalities, respondents No. 1 Company was incorporated on 9th December, 1986. It is the case of the petitioner that since it was a joint venture the company was named in the memory of their father Vasant. The name of the company is "Vasant Holiday Home Private Limited"

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