Company Law Board
Mrs. Senthamarai Munusamy vs Microparticle Engineers Pvt. Ltd. And ... on 21 May, 2000
JUDGMENT
K.K. Balu, Member
1. In this order, we are dealing with two petitions--C. P. No. 68 of 1998 by Mrs. Senthamarai Munusamy and C. P. No. 69 of 1998 by Munusamy-filed under Sections 397 and 398 of the Companies Act, 1956 ("the Act"), alleging various acts of oppression and mismanagement in the affairs of (a) Microparticle Engineers Pvt. Ltd. ("the company") and (b) Micromeritics Engineers Pvt. Ltd. and collectively ("the companies") . The petitioner in C. P. No. 68 of 1998 is the wife and the petitioner in C. P. No. 69 of 1998 is the husband. Respondents Nos. 2 to 5 are common in both the petitions. The facts and circumstances as well as the acts of oppression and mismanagement are similar in these petitions and hence they are disposed of by this common order.
2. The petitioner (C. P. No. 68 of 1998) holding 5D per cent. shares which will stand reduced to 38.37 per cent. by virtue of allotment of the impugned shares in favour of respondents Nos. 3 to 5 in Microparticle Engineers Private Limited and the petitioner (C. P. No. 69 of 1998) constituting more than one-tenth of the total members and holding 50 per cent. shares which will stand reduced to 8.19 per cent. by virtue of allotment of the impugned shares in favour of respondents Nos. 3 to 5 in Micromeritics Engineers Pvt. Ltd. have alleged the following acts of oppression and mismanagement in the affairs of the companies and sought the following reliefs ;
(a) to supersede the board of directors of the companies ;
(b) to appoint an administrator to take charge of the affairs of the companies ;
(c) to direct an investigation into the conduct of respondents Nos. 2 to 5 in regard to the affairs of the companies ;
(d) to appoint an auditor to verify the accounts and book of records of the companies for the losses occasioned by the diversion of the resources by respondents Nos. 2 to 5 and any other loss due to the mismanagement of respondents Nos. 2 to 5 and surcharge them accordingly ;
(e) to set aside the allotment of 300 shares each made by the company (C. P. No. 68 of 1998) and 2,500 shares each (C. P. No. 69 of 1998) to respondents Nos. 3 to 5 at the board meetings stated to have been held on April 14, 1997 as null and void ;
(f) to restrain respondents Nos. 3 to 5 (C. P. Nos. 68 of 1998 and 69 of 1998) from exercising any voting rights or receiving any dividends or other accretion on their shares, in respect of the impugned shares ; and
(g) to declare that respondents Nos. 4 and 5 (C. P. Nos. 68 and 69 of 1998) have not been validly elected as directors of the company and restrain them from acting as directors of the company.
The alleged acts of oppression and mismanagement relate to the following :
(i) non-convening of the board meetings and extraordinary general meetings of the companies ;
(ii) exclusion of the petitioners from the management of the companies;
(iii) alleged acts of oppression of the second respondent in respect of the management and affairs of the companies in a manner prejudicial to the petitioners' interest ;
(iv) illegal allotment of the impugned shares in favour of respondents Nos. 3 to 5 ;
(v) illegal inclusion of respondents Nos. 4 and 5 as additional directors on the board ;
(vi) illegal removal of the petitioners as directors of the companies ;
(vii) manipulation of records and documents of the companies to the detriment of the petitioners and misuse of the funds of the companies.
3. Shri Murari, advocate appearing for the petitioner (C. P. No. 68 of 1998), while initiating his arguments submitted that the petitioner's husband along with one Shri M. Chandrasekar and the second respondent had formed in the year 1985 a partnership firm in the name and style of Micromeritics Engineers for the manufacture and supply of machines for mixing, dispersion and size reduction. The business gradually picked up in the year 1992 and got an order worth Rs. 1 crore for a project in China and earned huge profits. The petitioner's husband was managing the activities of the firm. As a part of the expansion programme the first respondent-company was incorporated and took over the business of the firm. The first respondent-company was in the nature of a partnership business on account of relatives and friends who had joined together and started the firm which was taken over by the first respondent-company. The management, day-to-day administration and the effective continuance of the first respondent-company entirely depended upon the mutual trust and confidence which each director and shareholder has upon the other. As on September 15, 1992, the petitioner held 990 shares, the second respondent 990 shares, Mrs. Nalini Chandrasekhar 990 shares in the first respondent-company. Later the aforesaid Mrs. Nalini had transferred her 990 shares equally in favour of the petitioner as well as the second respondent, thereby the holding of the petitioner and the second respondent stands increased to 1,485 respectively. However, it transpired that respondents Nos. 3 to 5 were allotted 300 shares each at the board meeting said to have been held on April 14, 1997, thereby reducing the petitioner to a minority shareholder. Similarly the petitioner (C. P. No. 69 of 1998) along with one Shri M. Chandrasekaran and the second respondent had formed in the year 1985 a partnership firm in the name and style of Micromeritics Engineers for the manufacture and supply of machines for mixing, dispersion and size reduction. The business gradually picked up in the year 1992 and got an order worth Rs. 1 crore for a project in China and earned huge profits. The petitioner was managing the activities of the firm. As a part of the expansion programme the first respondent-company was incorporated and took over the business of this firm. The first respondent-company was in the nature of a partnership business on account of relatives and friends who had joined together and started the firm which was taken over by the first respondent-company. The management, day-to-day administration and the effective continuance of the first respondent-company entirely depended upon the mutual trust and confidence which each director and shareholder has upon the other. As on August 7, 1990, the petitioner held 490 shares, the second respondent 490 shares, Chandrasekaran 490 shares in the first respondent-company. Later the aforesaid Chandrasekaran had transferred his 490 shares equally in favour of the petitioner as well as the second respondent, thereby the holding of the petitioner and the second respondent stands increased to 735, respectively. However, it transpired that respondents Nos. 3 to 5 were allotted 2,500 shares each at the board meeting said to have been held on April 14, 1997, thereby reducing the petitioner to a minority shareholder. According to Murari, the petitioners (C. P. Nos. 68 and 69 of 1998) neither received notice of any such board meeting nor was she/he present on April 14, 1997. The minutes of the board meeting produced by the second respondent are fabricated. Sri Murari pointed out that the impugned shares were allotted in favour of the close relatives of the second respondent being his wife, brother and father-in-law respectively to the exclusion of the petitioner and that too without receiving any consideration for allotment of the shares. According to the petitioners, the resolution of September 20, 1997 of the board meeting adopting the profit and loss account of the companies for the year ended 1996-97 is fabricated. No such board meeting took place on September 20, 1997. The balance-sheet not having been authenticated by two directors does not meet the legal requirement. Shri Murari denied that any notice was given to the petitioners for the board meeting held either on April 18, 1998 and April 25, 1998. The minutes of both the board meetings show that the second respondent alone was present at the board meeting held on April 18, 1998 and also at the adjourned board meeting on April 25, 1998. The resolution passed by the second respondent for convening the extraordinary general meeting on May 1, 1998, to induct additional directors and accept the resignation of the petitioners is illegal and bad in law. The certificates of posting produced by the second respondent are bogus and no notice was either sent or received by the petitioners. The second respondent alone cannot transact any business at the board meetings and convene the extraordinary general body meetings. The action of the second respondent in suo motu convening an extraordinary general body meeting is totally illegal. The second respondent could have moved the Company Law Board invoking the provisions of Section 186 of the Act for convening" an extraordinary general body meeting and in this connection, he relied upon the decision reported in Pucci Dante v. Rafeeque Ahmed [1999] 95 Comp Cas 566 (CLB). Shri Murari reiterated that the extraordinary general meeting and all business transacted thereat are illegal and oppressive. Moreover, the allotment of impugned shares in favour of respondents Nos. 3 to 5 being invalid they could not attend and participate at the extraordinary general meeting, more so on a public holiday which is statutorily prohibited. Further, the extraordinary general meetings convened by not giving not less than seven days' notice without the consent of shareholders holding 95 per cent. of the paid capital, as envisaged in Article 25(c) of the articles of association is illegal. The notice of the extraordinary general meeting containing a special resolution under Section 303 for the appointment of respondents Nos. 4 and 5 as additional directors, suffers from several infirmities. First of all Section 303 is inapplicable. The explanatory statement enclosed is not in compliance with the requirements of Section 173(2) of the Act. The board meeting held on May 2, 1998, attended by respondents Nos. 2, 4 and 5 wherein the resignation of the petitioners is said to have been accepted is invalid in view of the fact that respondents Nos. 4 and 5 are not directors and have not been properly appointed as additional directors. At this juncture Shri Murari questioned the letter of resignation said to have been sent by the petitioner in C. P. No. 68 of 1998. According to him, the letter of resignation now produced by the second respondent is a concocted one which is neither in the handwriting of the petitioner nor signed by her. Murari, drew our attention to the version of the second respondent that the letter was said to have been sent in April 1997, which was accepted at the board meeting held on May 2, 1998. However, the petitioner is said to have attended the board meetings held on April 14, 1997, September 20, 1997, and December 8, 1997. The second respondent has diverted the business of the first respondent-company to Siddarth Industries, a unit run by the former's brother. The second respondent solely handling the operation of the bank accounts falsified the accounts and diverted the company's funds for his own use and purchased properties ostensibly in the name of the first respondent-company without convening a board meeting or getting consent of the petitioner, for his personal benefit and for the benefit of respondents Nos. 5 to 5. The second respondent always ensures that only a minimum balance is left in the company's bank account, thereby the petitioners are deprived of his/her remuneration and credit cards dues spent for the company. The second respondent has withheld the RC book and tax token of the petitioner's car depriving the petitioner from using the vehicle. The second respondent has locked up the office factory premises making it impossible for the petitioners to enter the premises and excluded them from management of the companies. While concluding his submissions, Murari submitted that the various oppressive acts of the second respondent will establish that it is just and equitable to wind up the companies which will prejudice the members, on account of which the petitioners are seeking relief under Sections 397 and 398.
4. Shri V. Ramakrishnan counsel appearing for the respondents, reiterating the averments made in the counter-statements denied that the companies are in the nature of a partnership. After the companies came into existence, the provisions of the Companies Act are applicable and the day-to-day management of the companies was vested in the board. The second respondent was duly authorised to sign the cheques issued on behalf of the companies. After incorporation of the companies till date, the second respondent alone has been operating the bank account. The management of the companies was looked after by the second respondent alongwith the petitioner in C. P. No. 69 of 1998. The petitioner (C. P. No. 68 of 1998) never entered the company premises and she was not involved in the day-to-day affairs of the company. The second respondent never excluded the petitioner or her husband from the management of the company. The second respondent never falsified the accounts and misused the funds of the company. The properties were purchased in the name of the companies with the knowledge and consent of the petitioner and her husband. The properties purchased by the companies are given as security to the bank by the petitioner as well as the respondent for the financial assistance availed of by the companies. The second respondent never diverted the men and materials to Siddarth Industries. The companies have given sub-contract in favour of outsiders including Siddarth Industries. The companies are enjoying cash credit limit with the bank and operating the account to the optimum necessity of the companies. The question of the petitioner not being able to draw her/his remuneration and meet credit card dues on account of minimum balance does not arise. The petitioner as well as her husband have availed of two housing loans aggregating to Rs. 9,16,041 for purchase of house properties, for which the companies are not charging any interest on the outstanding amount. The petitioner and her husband are provided a motor vehicle by the company and the entire expenses incurred are being reimbursed by the companies. The registration certificate and other records relating to the vehicle are held by the company. The petitioners cannot claim any right over the company's assets. The balance-sheet of the company for the year 1996-97 has been duly approved by the board and certified by the auditors. The balance sheet for the year ending March 31, 1996, was signed on September 23, 1996. The petitioners were not forced to sign the balance sheet for the year ending March 31, 1996. The balance sheet having been duly approved, the mere non-signing by the petitioner after approval does not render the balance sheet or its approval invalid. However, such a mere isolated act will not constitute oppression or mismanagement as held in Chander Krishan Gupta v. Pannalal Girdhari Lal (P.) Ltd. [1984] 55 Comp Cas 702 (Delhi). In view of the disputes between the petitioners and second respondent, the former had expressed her inability to continue on the board and it was accordingly recorded that the petitioners ceased to be directors of the companies with effect from May 2, 1998. The second respondent never excluded the petitioners from day-to-day management of the affairs of the company, Mr. Ramakrishnan drew our attention to the resolution of the board of directors on March 20, 1997 (page 112 of the counter statement in G. P. No. 68 of 1998) according consent to the issue of 900 equity shares at such time and to such persons as may be deemed fit by the board of directors and also the resolution dated April 14, 1997 allotting the impugned shares to respondents Nos. 3 to 5. The petitioner is a party to these resolutions and cannot question the allotment. He emphasised that the presumption under Section 195 operates in favour of these board minutes. According to the respondents, the amount due on the share applications was received before the date of allotment and was available with the companies in the form of credits. Therefore, the impugned allotment is valid and binding upon the petitioners. Form 2 was filed though belatedly. The companies used to send notices to the petitioners for all the board meetings and the extraordinary general body meetings. The notice for the board meeting held on April 18, 1998, was sent to the petitioners, but they did not attend the meeting. Thereafter, the board meeting convened on April 18, 1998 was adjourned to April 25, 1998 for want of quorum. The second respondent was constrained to convene an extraordinary general meeting on May 1, 1998, under the broad principles of Section 169 of the Act, as a measure to counter the deadlock created by the petitioners. At the extraordinary general body meeting held on May 1, 1998, respondents Nos. 4 and 5 were appointed as directors. May 1, 1998, is not a Central Government holiday. This prohibition applies to annual general meetings and not extraordinary general meetings. As per the articles of association, three days notice is sufficient for convening the extraordinary general meeting. No explanatory statement is required under the articles of association. Thereafter, there was a board meeting held on May 2, 1998, wherein the petitioners' resignation was accepted. Shri Ramakrishnan has referred to the notices and certificates of posting maintained by the company in respect of the board and general meetings. According to the respondents, the provisions of Section 173 are not applicable to the companies, especially when the articles of association specifically exclude the applicability of Section 173. Similarly the provisions of Section 257 specifying seven days' notice are neither applicable. Thus, the companies have convened the extraordinary general meeting giving requisite notice as contemplated in the articles of association. Consequently, the resolutions passed at the extraordinary general meeting" are valid and binding upon the petitioners. The additional directors have been validly appointed in accordance with the provisions of the Act and the question of superseding the board does not arise. The petitioners cannot seek any other relief sought in the petitions. Respondents Nos. 1 and 2 have filed civil suits against the petitioners prior to the institution of the company petition before the Company Law Board. The issues before the civil court and the Company Law Board are common. The Company Law Board should defer hearing of the company petitions pending disposal of the civil suits which is not barred from determining issues of company law. In this connection Shri Ramakrishnan relied on the following decisions :
(a) Marikar Motors v. M.I. Ravikumar [1982] 52 Comp Cas 362 (Ker);
(b) Pradip Kumar Sarkar v. Luxmi Tea Co. Ltd, [1990] 67 Comp Cas 491 (Cal) and Pradip Kumar Sengupta v. Titan Engineering Co. Pvt. Ltd. [1998] 94 Comp Cas 825 (CLB).
5. Shri Ramakrishnan, while concluding his submissions stated that the petitioners have not produced any evidence establishing financial misappropriation by the respondents and the petitioners are not entitled to surcharge them. Shri Ramakrishnan in his written arguments has submitted that both the companies are being run for all practical purposes as a single unit. The companies have separate corporate entities to avail of certain small scale industry and taxation benefits. Both the companies have a common brand name. The customer base for both the companies is the same. The customers do not deal with each of the companies separately. Orders are placed for manufacture of one component with one company and another component with the other company based for operational convenience. The companies, therefore, cannot be split into two units, allotting one unit to the petitioner and the other to the respondents, the fact of which is stoutly denied by the petitioners. However, the respondents are willing to pay the petitioners an aggregate cum of Rs. 13 lakhs for their share in both the companies by way of settlement of the disputes though the aggregate par value of the shares in both the companies would be about Rs. 2.23 lakhs only. This offer was, however, not acceptable to the petitioners.
6. We have considered the pleadings and arguments, both oral and written of counsel for the petitioner as well as respondents. The issue for consideration is whether the petitioners are entitled to the reliefs sought in the petitions for the alleged acts of oppression and mismanagement in the affairs of the companies. As attempts of this Bench to settle the dispute amicably among the parties proved futile, the petitions are disposed of on the merits.
7. The main claim of the petitioners is that the company is in the nature of a quasi-partnership with 50 per cent. of the shareholding vested with the petitioners and the remaining 50 per cent. of the shares in the second respondent and that in violation of such understanding, the second respondent has fabricated the board minutes to show as if the impugned shares were allotted in favour of respondents Nos. 3 to 5 ; respondents Nos. 4 and 5 inducted as additional directors of the company ; excluded the petitioners from the management of the companies and that respondent No. 2 committed various financial irregularities in the affairs of the company.
8. Admittedly, the petitioner and the second respondent originally (C. P. No. 68 of 1998) each held 1,485 shares in the first respondent-company. The petitioner and second respondent (C. P. No. 69 of 1998) held each 735 shares in the first respondent-company. While it is contended by the second respondent that at the board meeting held on April 14, 1997, and attended by the petitioners as well as the second respondent, the impugned shares were allotted in favour of respondents Nos. 3 to 5, it is denied by the petitioners that such board meeting was held on April 14, 1997 and that notice of such board meeting was sent to the petitioners. The specific averment in the counter statements that "so far as the allotment made to respondents Nos. 3 to 5 on April 16, 1997 is concerned, the same is in order. There are no infirmities or illegalities attached to the said allotment" is rather bald. A careful scrutiny of the records produced before this Bench shows that the plea of the second respondent has not been substantiated by any document. In fact no board meeting was held on April 16, 1997, as alleged in the counter statements. However, minutes of the board meeting show that the board meeting was held on April 14, 1997, but, we do not find that any notice of the board meeting said to have been held on April 14, 1997, was sent to the petitioner. In the absence of proof of notice of the board meeting, we are not inclined to conclude that any such board meeting was held on April 14, 1997. If so, in the absence of the petitioners, there would have been no quorum to transact any business and business transacted without a quorum is invalid. Moreover, the minutes of the board meeting said to have been held on April 14, 1997 (pages 113 and 188 of the counter-statements) specifically indicate that the company had received applications for allotment of equity shares along with the amount due therein. Whereas the respondents specifically allege in the counter statements that respondents Nos. 3 to 5 were already having credits in the books of the companies. The shares had been allotted out of the credits lying in the companies' book in their account and the same was adjusted for the allotment. No document is produced by the respondents with regard to receipt of allotment money by the companies, as made out in the written submissions. The companies have not generated any additional funds by issue of shares in favour of respondents Nos. 3 to 5 and in exclusion of the petitioners. The respondents have neither justified the issue of impugned shares in favour of respondents Nos. 3 to 5 who are closely related to the second respondent. The companies have not been benefited on account of the allotment of impugned shares in favour of respondents Nos. 3 to 5. By allotment of the impugned shares in favour of respondents Nos. 3 to 5, the pe'itioners' shareholding" has been reduced to minority. In a number of cases, this board has held that, if further issue of shares results in conversion of a majority into minority, or creation of a new majority, then such issue of shares is an act of oppression. According to the respondents the board meetings were held on April 18, 1998, and April 25, 1998, (a) to consider inducting additional directors of the company and (b) to accept the resignation of the petitioners from directorship of the company. It is the contention of the respondents that notice of the above board meetings was sent by certificate of posting, which is denied by the petitioners. Even if it is assumed that a notice was sent to the petitioner for the board meeting held on April 18, 1998, by certificate of posting, it is the case of the respondents that the petitioners did not attend the board meeting in which case it would have been prudent on the part of the respondents to send notice for the subsequent board meeting by registered post with acknowledgment due. It is not probable to suggest that the notice for the subsequeut board meeting held on April 25, 1998, was sent by certificate of posting. Anyway, admittedly, on April 25, 1998, in the absence of the petitioners, there was no quorum and, therefore, the decision to convene the extraordinary general meeting on May 1, 1998, is invalid. Consequently, any decision taken at the extraordinary general meeting is invalid. Even otherwise, we note that there was quorum for this extraordinary general meeting only as a result of allotment of shares earlier to respondents Nos. 3 to 5, which we have held as invalid. Therefore, the decision taken to accept the resignation of the petitioners at the board meeting on May 2, 1998, is also invalid and there would have been no quorum at that meeting but for the presence of respondents Nos. 4 and 5 whose appointment has been held as invalid. Even otherwise, the letter of resignation of the petitioner said to have been received by the respondents in April 1997, subsequently reported as April 1998 by counsel for the respondents does not serve any purpose especially when its genuineness is in dispute. It is observed that the said letter is signed in Tamil and the affidavits filed before this Bench and written statement filed by the petitioner (C. P. No. 68 of 1998) in O. S. No. 4162 of 1998 on the file of the Civil Judge Court, Chennai, produced by the second respondent are signed in English, the genuineness of which has not been disputed by the latter. The other documents produced by the respondents at the time of hearing do not come to their rescue. Further, notwithstanding the above, it may be observed that our specific finding is that the impugned allotments are not valid, in which case respondents Nos. 4 and 5 cannot validly hold any share in the company. The regulations contained in Table "A" in the First Schedule to the Act are applicable to the companies. Regulation 66 specifies that the qualification of a director shall be holding of at least one share in the company. In the circumstances respondents Nos. 4 and 5 not holding any qualifying" shares, in the companies, cannot be additional directors. In this connection, it is interesting to observe that the minutes of the board meeting said to have been held on May 2, 1998 have recorded the board's appreciation of the invaluable services rendered by the petitioner (C. P. No. 68 of 1998) during her tenure as a director of the company. But the specific allegations in the counter statement are that the petitioner never associated with the company and that the petitioner never entered the company premises and was not involved in the day-to-day affairs of the company. Both are contradictory to each other and both cannot be true. We are not, therefore, going into the other submissions of both counsel regarding the validity of the aforesaid meetings. In regard to the other alleged acts of oppression and mismanagement stated supra the petitioners have not substantiated such acts including the financial irregularities said to have been committed by the second respondent so as to surcharge them. There has been no evidence with regard to diversion of funds and materials by the second respondent to Siddarth Industries. There is no merit in the plea of the respondents that the company petitions should be deferred till disposal of the civil suits, especially when the civil suits are initiated by the companies and the second respondent for declaration that the petitioners are no more directors of the companies and for restraining the petitioners from intermeddling in the management of the companies. The company petitions are for the alleged acts of oppression and mismanagement in the affairs of the companies and the relief available under Section 397 cannot be granted in the pending civil suits. Thus, the case-law cited in this regard by counsel for the respondent can be distinguished.
9. Thus, we find that the allotment of impugned shares on April 14, 1997, in favour of respondents Nos. 3 to 5, induction of respondents Nos. 4 and 5 as additional directors on May 1, 1998, and removal of the petitioners as directors on May 2, 1998, constitute a chain of acts of oppression against the petitioners. By these acts the petitioners have been reduced to minority shareholders and have been excluded from the management. It is, therefore, clear from the various issues that we have examined that the intention of the respondents seems to be to gain control of the companies irrespective of the fact whether the provisions of the Act or articles of association are followed or not. In Section 397 proceedings, first, one has to establish that there is oppression. Without an element of oppression being established, the question of grant of relief does not arise, as has been decided in a number of cases by the Company Law Board. Whether an act is oppression or not would depend upon the facts and circumstances of the case. In the present case, by allotment of further shares the majority shareholder has become minority and further the majority shareholder who has been in the management of the company is removed from the office of director. The second respondents' kith and kin have been allotted shares and appointed as additional directors. We are, therefore, of the view that the grounds on which the petitions have been filed fully merit winding up of the companies on the just and equitable ground in Section 397 proceedings and that winding up of the companies is prejudicial to the interest of the shareholders.
10. Having found that the petitions are maintainable and that the allegations of oppression have been established and that these are acts of oppression justifying winding up of the companies on just and equitable grounds, we could pass the following order :
(a) setting aside the allotment of shares impugned in these petitions in favour of respondents Nos. 3 to 5 and rectify the register of members of the companies ;
(b) setting aside inclusion of respondents Nos. 4 and 5 as directors of the companies ;
(c) setting aside the resolutions dated May 2, 1998, removing the petitioners from the office of director of the companies ; and
(d) reconstituting the board of directors of the companies with immediate effect with the petitioners and the second respondent as directors of the companies.
11. The above order, while restoring the status quo ante would only result in deadlock in the affairs and management of the companies. Neither of the parties would be benefited by virtue of such an order. The only appropriate order, as has been passed by this board in similar cases, should be that one of the parties should go out of the company for proper consideration. However, in the present case there are two companies with two groups of common shareholders and each group holding 50 per cent. shares in each company. In the circumstances, we are of the view that the petitioners and second respondent each should take exclusively one company each and run the same independently, which, in our view, is feasible and will meet the ends of justice. Accordingly, it is hereby ordered that the petitioners and second respondent each shall take one company and manage its affairs independently. Towards this end, a lot will be taken in the presence of this Bench on August 2, 2000, at 2.30 p.m. in order to allot the companies in favour of the petitioners and the second respondent respectively. Since the value of the shares of both the companies may not be the same once the lot is decided, on the basis of net worth of the companies, the share value will be computed on the basis of the original share holding and monetary adjustments will be made to the extent required. All other applications stand disposed of in terms of this order.
12. With the above directions, we dispose of these petitions, however without any order as to costs.