The partnership principle will not apply to a company which is not a partnership in the real sense, but a public limited company.

( 1 ) THE petitioners, who are the shareholders of Saraya Sugar Mills Ltd. (respondent No. 1), holding amongst themselves 35. 7 per cent. shares, have filed this petition for the winding up of respondent No. 1 under Section 433 (1) (f) of the Companies Act, 1956, on the ground that it is just and equitable to wind up the said company. They have further prayed that the official liquidator be appointed as the provisional liquidator to take charge of the assets of the company.

( 2 ) THE relevant facts, as set out in the petition, are that the respondent-company was originally a partnership concern of Majithia family of which Sir Sundar Singh Majithia was the head. The partnership was made on August 21, 1944, between Lady Parson Kaur, widow of the late Sir sundar Singh Majithia and her sons, namely, Surendra Singh Majithia, Sardar Surjeet Singh majithia and the sons of a deceased son, Kirpal Singh, namely, Gur Nihal Singh Majithia and dilip Singh Majithia. In the year 1956, the partnership business was converted into a private limited company and, subsequently, in the year 1974, it was made a public limited company. The said company after its incorporation in the year 1956 took over as a going concern the other businesses being carried on by the members of the family in partnership including the business of Saraya Distillery, Saraya Oil Works and the business of Fairweathers. Apart from the same, the family was also carrying on in partnership, the business of Saraya Engineering Works (P.)Ltd. In the year 1971, pursuant to a decision of all the family members, it was mutually agreed to divide and partition the family business and properties amongst the various members of the family. The parties, therefore, by an agreement dated March 21, 1972, appointed one Sardar R. S. Bindra as the sole arbitrator. As per the said award which was made a rule of the court on january 3, 1974, various businesses including Saraya Distillery, Saraya Oil Mills and Saraya engineering Works (P.) Ltd. and the business of Fairweathers were completely partitioned and allotted wholly to one or the other branch of the Majithia family. The shares in the respondent-company were distributed amongst all the branches of the family. On account of the said award in the shareholding of the various members of the Majithia family, respondent No. 1 was reallotted with the result the branch of the petitioners and respondent No. 3 held 33. 6 per cent. , the branch of Surendra Singh Majithia 52. 6 per cent. and that of Surjeet Singh Majithia and others 13. 8 per cent. Subsequently, Surendra Singh Majithia gifted 70,000 equity shares of respondents Nos. 1 to 6, grandchildren of Sardar Surjeet Singh Majithia, Sardar Gurlabh Singh majithia and Sardar Gurjeet Singh Majithia. On the death of Sardar Surendra Singh Majithia in may, 1983, the rest of his 32 per cent. shares were distributed in accordance with his will out of which 25. 6 per cent. shares came to the branch of Surjeet Singh Majithia. On account of the same, the said branch had absolute majority in the shareholding of the respondent-company. It appears that a dispute between the parties surfaced thereafter. According to the petitioners, taking advantage of its majority shareholding, Surjeet Singh Majithia and his son, Satyajeet singh Majithia (respondent No. 2), managed to bring on the board their nominees so as to have complete control over the management of the company, and prevented petitioner No. 3, who, after tbe death of his father, was inducted as one of the directors of the company, from participating in the day to day management of the company. It is further alleged that respondent no. 2 committed defalcation of the accounts, misappropriation of the funds of the company and committed all kinds of oppression against the petitioners. In view of the same, petitioners Nos. 1 and 2 filed Company Petition No. 6 of 1986 before this court for the winding up of the company on the ground that it was