E. PADMANABHAN J.

C P. No. 60 of 1996 has been filed by K. S.Mothilal under sections 433(f), 439(l)(c) and 439(l)(b) of the Companies Act, 1956

C. P. No. 199 of 1998 has been instituted by K. S. Damodaran claiming to be the contributory chairman under sections 433(f), 439{l)(c) and 439(4)(h) of the Companies Act, 1956, praying this honourable court to order winding up of the first respondent-company, namely, K. S. Kasimari Ceramique Pvt. Ltd. appoint the officially quidator and distribute its assets and share value to the contributors and creditors and as a partner to allot 60 per cent, share to the petitioner by way of intestate succession or 80 percent, share to the petitioner by way of testamentary succession and render justice.

C. P. No. 274 of 1998 has been filed by Mrs. Mangala Vijayalakshmi under section 433(f) of the Companies Act, 1956, praying this court to order winding up of the company, K. S. Kasimari Ceramique Pvt.Ltd. at No. 50, Pulla Avenue, Shenoy Nagar, Madras, by the provisional liquidator to take charge of the assets of the company and pass such further or other orders.

As all the three company petitions relate to winding up of thesame company, namely K. S. Kasimari Ceramique Pvt. Ltd., with the consent of counsel appearing for the petitioner and respondents in the respective company petitions, the three company petitions we reconsolidated and taken up together for final disposal.

All the three company petitions have been filed under section 433(f) of the Companies Act. In C P. No. 199 of 1998, while seeking for winding up under sections 433(f), the petitioner had sought not only for appointment of official liquidator, but also to distribute the assets of K. S. Kasimari Ceramique Pvt. Ltd., and their share values to the contributors and creditors and as a part there of, allot 60 per cent, share to the petitioner by way of intestate succession or 80 per cent, share to the petitioner by way of testamentary succession. The latter part of the relief prayed for, namely, distribution of assets and share values or allotting 60 percent, or 80 per cent, as the case may be, will not arise nor could it be the subject-matter of a winding up petition at this stage, nor could the claim by the petitioner be the subject-matter of adjudication in this winding up petition.

For convenience, C. P. No. 199 of 1998 is taken up at the first instance following it with C. P. No. 274 of 1998 and C. P. No. 60 of1996. To begin with, the parties will be referred as arrayed in C. P.No. 199 of 1998.

Case of the petitioner in C. P. No. 199 of 1998 :

The late K. Shanmugasundaram alias Shanmugasundara Nadar also known as Kasimari Shanmugasundaram, an entrepreneur, started a mechanized brick manufacturing unit with the assistance of the TamilNadu Industrial Investment Corporation. The said Kasimari Shanmugasundaram promoted M/s. K.S. Kasimari Ceramique Pvt. Ltd.(hereinafter referred to as "the company"). The promoter, Shanmugasundaram, had married Paul Thai and through the said wedlock, Shanmugasundaram had three sons, namely, (1) K. S. Damodaran(petitioner in C. P. No. 199 of 1998), (2) K. S. Mothilal (third respondent in C.P. No. 199 of 1998) and (3) K. S. Anantharaman(fourth respondent in C. P. No. 199 of 1998). Apart from the said three sons, the said Shanmugasundaram had left his wife, Mrs. Paul Thai (second respondent in C. P. No. 199 of 1998) and his only daughter Mrs. Mangala Vijayalakshmi (fifth respondent in C. P. No.199 of 1998). It is claimed that the said Shanmugasundaram took the help of his son K. S. Damodaran, an engineering graduate to start the project for manufacturing mechanized bricks, while promising equal share, benefits and profits in the said company.

The company was incorporated on January 7, 1970, by the said Shanmugasundaram and his son K. S. Damodaran. K. S. Mothilal was appointed as the general manager from the date of incorporation. K.S. Mothilal had purchased 200 shares of Rs. 100 each of the first responde