( 1 ) THIS is an application for various ad interim reliefs in a company petition under Sections 397, 398, 402 and 403 of the Companies Act, 1956. The material facts relating to this application are set out hereunder.

( 2 ) IN 1906, a company known as Bengal Luxmi Cotton Mills Ltd. (hereinafter referred to as the company) was incorporated, with the object of purchasing a cotton spinning and weaving mill in Bengal or elsewhere and to buy cotton, silk, jute, etc. , for carrying on the business of spinning yarn. In 1922, the applicant No. I came in contact with one Sachidananda Bhattacharjee. These two persons started various business and industrial concerns. In 1927, the company was in financial distress and became indebted to the Imperial Bank of India in the sum of Rs. 21,00,000. It was at that time that the applicant No. 1 is alleged to have come to the rescue of the company by taking over the managing agency. In 1930, the applicant No. 1 and Bhattacharjee by their combined efforts started an insurance business and promoted the Metropolitan Insurance Co. Ltd. They also promoted the Calcutta Friends Society (Private) Ltd. , Bengal Luxmi Soap Works (Private) Ltd. and Metropolitan Printing and Publishing House (Private) Ltd. The shares in all these companies were held by the applicant No. 1 and Bhattacharjee in equal proportion. Bhattacharjee died in 1945, leaving him surviving his widow and four sons of whom Debendranath Bhattacharjee, the respondent No. 2, was the eldest.

( 3 ) THE managing agency of the company was originally taken jointly by the applicant No. 1 and Sachidananda Bhattacharjee. Thereafter, they promoted a private company known as Bengal Textile Agency Ltd. , which took over the managing agency of the company and continued to act as such managing agent till 1957, when the managing agency of the company came to an end by reason of the requirement of the Companies Act, 1956.

( 4 ) IT is alleged that the applicant No. 1 had great faith and confidence in the respondent No. 2 who was entrusted with the management of all the different companies mentioned above. In January, 1956, life insurance business was nationalised and the life business of Metropolitan Insurance Co. Ltd. was taken over by the Life Insurance Corporation of India. It is alleged that in April, 1957, a sum of Rs. 10,21,107 was received by way of compensation for acquisition of the life business of the said insurance companies.

( 5 ) SOME time in October, 1958, the respondent No. 2 resigned the managing directorship of the said insurance company and by a resolution dated October 17, 1958, this resignation was accepted. But the respondent No. 2 continued to be the whole-time director of the Metropolitan Insurance Co. Ltd. In March, 1960, the name of the insurance company was changed to Metropolitan Industrial Corporation Ltd.

( 6 ) SOME time in the middle of 1962, disputes arose between the respondent No. 2 and his three brothers regarding the partition and division of the properties left by their father.

( 7 ) IT is alleged that in 1955, 30,000 rights shares of Rs. 100 each of the said insurance company were issued, but the respondent No. 2 manipulated the same in such a way, as to deprive his brothers and also the applicant No. 1 of their respective proportion of rights shares. It is further alleged that fictitious allotments of the said rights issue were made in favour of the nominees of the respondent No. 2.

( 8 ) IT is further alleged that, towards the end of 1962, or the beginning of 1963, Vaskar Bhattacharjee, the son of the respondent No. 2, endeavoured to issue rights shares of the Metropolitan Printing and Publishing House (Private) Ltd. by suppressing all notices. But this attempt was detected and, by reason of the efforts of the applicant No. 1 and his group, the attempt failed. It is further alleged that owing to the opposition from his brothers, the respondent No. 2 was obliged to cancel the allotment of the rights