V.K.Jhanji, J.

1. This petition under Sections 433, 434 and 439 of the Companies Act, 1956 , is by Khalsa Pulp and Paper Industries (P.) Limited, P. O. Village Naura, district Jalandhar. The company is having its registered office at district Jalandhar and it carries on the business of supplying the machinery from the complete plant of paper, pulp and board mills which includes machinery and other items used for installation of paper and board plant.

2. It has been stated that the respondent-company, namely, Cellulosix Limited, is a private limited company under the Companies Act, 1956 . The main objects for which the respondent-company was established are to manufacture, buy, sell gray board and other paper boards set forth in the memorandum and articles of association. It has been stated that the company entered into an agreement with the petitioner on September 14, 1981, for erection of an automatic plant for 15 TPD for a total cost of Rs. 37,65,500. Subsequently, the company executed another agreement with the petitioner on June 9, 1993. In the schedule of agreement, the details of equipment, machinery and other materials to be supplied by the petitioner and the mode of