( 1 ) THIS is a petition under section 394 read with section 391 Indian Companies Act 1956 (No. 1 of 1956) for amalgamating two textile Mills. The petitioner is The Sidhpur Mills Company Ltd. having its registered office at Sidhpur District Mehsana in the State of Gujarat (hereinafter referred to as `the Sidhpur Company ). The petition is opposed by one of the Directors of the Company the partners of the firm of the Managing Agents and some shareholders of the Company.

( 2 ) THE Sidhpur Company was incorporated in about 1921 and on the 1st of April 1959 the authorised capital of the company was Rs. 75 lacs divided in to 50 0 ordinary shares of Rs. 100/each and 25 0 preference shares of Rs. 100/each and its issued subscribed and paid up capital was Rs. 15 9 0 divided into 15 96 ordinary shares of Rs. 100/each. On 1/08/1959 M/s. Maganlal (hereinafter referred to in this managing agents of the company. The firm consisted of eight partners five of whom were Ravindra Surendra Bipinchandra Hareshchandra and Krishnakumar all sons of one Maganlal (hereinafter referred to in this judgment as `the five brothers ). The other three partners were Babulal Chunilal Dineshchandra