S. BARMAN, J.

( 1 ) SRI Shanti Prasad Jain, an industrialist and financier,--who until lately was chairman of the Board of Directors of Kalinga Tubes Ltd. (hereinafter referred to as the Company), is the petitioner in the complaint herein under Sections 397, 398, 402 and 403 of the Indian Companies Act, 1956 on the ground of alleged continuing and continuous process of oppression to some part of the members of the Company (including the petitioner) and mis-management in a manner prejudicial to the interests of the Company, arising out of group factions in the directorate of the Company, where the petitioner's rival groups are alleged to have acted with the ulterior motive of gaining voting power to obtain control of the company for the said rival groups and their nominees to the exclusion of the petitioner, his group and his nominees, in the circumstances hereinafter stated.

( 2 ) THE petitioner represents what is known as the Jain Group in the Company respondent No. 1 is the Company; respondent No. 2 Sri B. Patnaik,--who has since, after the last Elections in Orissa, become the Chief Minister of the State, and thereupon ceased to be a director in the Company,--represents what is known as the Patnaik Group including, among others, his wife respondent No. 3 Mrs. Gyan patnaik and respondents Nos. 5 to 12 herein; respondent No. 4 Sri G. S. Loganathan, represents what is known as the Madras Group; besides these respondents, the Government of Orissa is represented by respondent No. 13 who is Secretary, Industries Department, Government of Orissa; respondents Nos. 14, 15 and 16 have subsequently been made parties herein as transferees of shares as hereinafter stated.

( 3 ) THE course of events,--which led to the presentation of the petition, stated in a broad outline,--is as follows: on December 1, 1950 the Company was incorporates as a private limited company with its registered office in Orissa with an authorised capital of Rs. 25 Lakhs; there were seven signatories including respondent No. 2 Sri B. Patnaik and respondent No. 4 C. S. Loganathan; the Company started and acquired lands; the Company, however, did not go into production until several years after its incorporation; in fact, prior to 1954 the Company was involved in large debts and was in actual financial difficulty; at that time the Company was exclusively controlled by Sri Patnaik and Sri Loganathan; they held the majority of shares of the company, the shareholders being Sri Patnaik, Sri Loganathan, Sri tarapore, Sri Narayan Swami and Kalinga Industrial Development corporation Ltd. , by then there were two distinct groups, namely, the madras Group represented by Sri Loganathan as aforesaid and the orissa or the Patnaik Group represented by Sri B. Patnaik. During this period when the company was passing through actual financial crisis, the petitioner Sri S. P. Jain was nowhere in the picture. In the middle of June, 1954, the Company which was then badly in need of capital, came to be introduced to the petitioner Sri S. P. Jain, through one Dr. H. B. Mohanty, Secretary, Industries and Development department, Government of Orissa, who made several visits to Calcutta, contacted Sri S. P. Jain and had several discussions with him about the affairs of the Company and its financial difficulties. Dr. Mohanty introduced Sri Patnaik to Sri S. P. Jain; thereafter Sri S. P. Jain had discussion with Sri Patnaik about the affairs of the company and Sri S. P. Jain eventually visited the factory of the Company at Chouduar (Cuttack ). Then there were numerous discussions between Sri S. P. Jain and Sri Patnaik about the affairs of the company, its finances, management and future prospects. During this period in June, 1954, there was certain correspondence between Sri Patnaik and Sri S. P. Jain, from which it appears that they had their points of discussion clarified including the proportion in which the shares were to be allotted arid regarding the constitution of the Board of Direct