( 1 ) THIS is a petition under sections 397 and 398 of the Indian Companies Act 1956 (No. 1 of 1956) (hereafter called the Act) by the Colaba Land and Mills Company Ltd. a company incorporated under the Indian Companies Act 1866 and having its registered office at Bombay (hereafter called the petitioner Company) against the Vasant Investment Corporation Limited a company incorporated under the Indian Companies Act 1866 and having its registered office at Ahmedabad (hereafter called the respondent Company) and ten other respondents. Respondents Nos. 2 to 9 were at the time of the presentation of the petition Directors of the respondent Company. Respondents Nos. 10 and 11 are the shareholders of that Company. They have been joined in the petition for themselves and also for and on behalf of the shareholders of the respondent Company other than respondents Nos. 2 to 9. The petitioner Company admittedly is a shareholder of the respondent Company holding therein 22 0 ordinary shares of their Company and it is not disputed that the petitioner Company has a right under sec. 399 of the Act to file the present petition under secs. 397 and 398 of the Act. The petitioner Company prays:- (A) for the removal of respondents Nos. 2 to 7 from their office as Directors of the respondent Company; (b) for obtaining suitable directions for appointment of new Directors for regulation of the future conduct and the affairs of the respondent Company; and (c) for appointment of a fit or proper person or a committee to conduct and manage the future affairs of the respondent Company. These are the main prayers in the petition. But for the reasons to be presently stated these prayers no longer survive. In addition to the aforesaid prayers the petitioner Company also prays:- (d) that respondents Nos. 2 to 4 or any one or more of them be ordered to pay or contribute such sums or sums of money to the assets of the respondent Company as and by way of compensation in respect of mal-practices mis-management mis-appropriation and breach of trust committed by them or any of them such as are set out in the petition; and (e) for obtaining such necessary directions for making such enquiries or passing such orders or taking such accounts as may be deemed proper by this Court.

( 2 ) THE relief which survives for consideration is the relief (d) aforesaid and such part of the relief as is connected with the relief (d ). In connection with these two reliefs a preliminary point is raised by Mr. Bhatt the learned Counsel for respondents Nos. 3 and 4 and it is that point which requires consideration and determination at the present stage. For the purpose of disposal of this preliminary point it is not necessary for me to state all the allegations on the basis of which the present petition is founded. It is sufficient to mention that originally the name of the respondent Company was The International Bank of India Limited and that it was later on changed into its present name The Vasant Investment Corporation Limited. The authorised capital of the respondent Company originally was 1 1 0 ordinary shares of Rs. 100/each. The subscribed capital originally was 96 961 shares of Rs. 100/each of which Rs. 50/was paid up and 1500 shares of Rs. 100/was fully paid up. But at present the subscribed capital is of 96 961 fully paid up shares of Rs 50/each and 1500 fully paid up shares of Rs. 100/each. Originally one J. C. Thakker was the Managing Director of the respondent company. He held a controlling block of 27 0 shares in that Company. One Jwaladatt R. Pilani is the father of the second respondent Vasudev Pilani. This Jwaladatt and Vasudev purchased on or about 13 of August 1946 the aforesaid controlling block of 27 0 shares from J. C. Thakker and thereafter entered into management of the respondent Company. Later on Jwaladatt Pilani and second respondent acquired a further block of 13 0 shares in the respondent Company. Having regard to the fact that a large numbe