( 1. ) THE decision in this company appeal shall also dispose of Company Appeal No. 2 of 1984 (Kilpest Private Ltd, v. Shekhar Mehra ).

( 2. ) THIS is an appeal preferred under Section 483 of the Companies Act, 1956, by the company, the managing director and the director of the company against an order dated August 6, 1984, passed by the learned company judge whereby the learned company judge by his order dated August 6, 1984, passed the order for converting the original petition made under Sections 397, 398, 402, 403 and 450 of the Companies Act/1956, into one under Section 433 (f) read with rules 6 and 9 of the Companies (Court) Rules, 1959, holding that the petition shall now be tried as a petition for winding up of the company under the "just and equitable" clause contained in Section 433 (f) of the Companies Act, 1956.

( 3. ) THE short facts leading to this appeal are as under : The respondent, Shri Shekhar Mehra, initially filed a petition under Sections 397, 398, 402, 403 and 450 of the Companies Act before the company judge on October 1, 1983, praying for starting investigation into the affairs of the company (appellant No. 1) for removing the present board of directors and for quashing the resolution of the board of directors of the company purported to have been passed in the extraordinary general meeting held on January 15, 1983, and relating to alterations in the articles of association Nos. 84, 85, 86, 91 and 93 of the company and for the grant of any other relief or reliefs which the company court may deem fit and proper in the circumstances of the case.

( 4. ) THE first appellant, M/s. Kilpest Private Ltd. (in brief, the company), was promoted by appellant No. 2, Shri R. K. Dubey, and the respondent, Shri Shekhar Mehra. These two promoters were the only shareholders in the company, each holding 50 shares. On May 27, 1972, appellant No. 1, M/s. Kilpest Private Ltd. , Bhopal, was incorporated under the Companies Act, 1956. Appellant No. 2 and the respondent, Shri Shekhar Mehra, and the two signatories to the memorandum and articles of association were the first directors of the company. The companys initial authorised capital was Rs. 2,00,000 divided into 2,000 equity shares of Rs. 100 each. But in the same year, the capital was raised to Rs. 5,00,000.

( 5. ) THE company has multifarious objects, such as :

(a) To manufacture, import, export, buy, sell or otherwise deal in pesticides, insecticides, medicinal and toilet goods, etc. ; (b) To carry on all or any of the business of manufacturers, importers, exporters, stockists, distributors, wholesale and retail dealers and suppliers of commodities, manufactured goods, stores, materials, provision and produce ; (c) To take over or acquire by way of purchase, lease, etc. , land rights including all mines, beds, veins and seams, for purposes of digging, quarrying and allied operations, etc.

( 6. ) THE registered office of the company is situated at 7-C, Industrial Area, Govindpura, Bhopal. As stated above, the authorised capital of the company was Rs. 2,00,000 divided into 2,000 equity shares of Rs. 100 each. The company increased its share capital from Rs. 2,00,000 to Rs. 3,25,000 and later on to Rs. 5,00,000 and then to Rs. 10,00,000.

( 7. ) APPELLANT No, 2, Shri R. K. Dubey, holds equity shares of the value of Rs. 1,37,000 ; members of his family and associates own equity shares of the value of Rs. 3,13,000 whereas the respondent has 600 shares of the value of :rs. 100 each and members of his family own 900 shares.

( 8. ) THE shareholdings of two groups, i. e. , appellant No. 2s group are Rs -. 5,50,000 whereas that of the respondents group are of the value of Rs. 1,50,000.

( 9. ) IN the year 1982, appellant No. 2 issued equity shares of the value of Rs. 1,75,000 to himself, his wife, relatives and associates.

( 10. ) THE respondent alleged that appellant No. 2 again issued equity shares of Rs. 1,00,000 to himself, his wife, relatives and associates from January, 19