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(B) In paragraph 15 of the application, the wrongful, fraudulent and mala fide acts of respondents 2 and 4 have been mentioned.

(i) All issues of fresh shares in the past were distributed amongst the three groups in proportion to their shareholding so as not to disturb the equilibrium envisaged under the Agreement. No two groups had the power to pass any special resolution requiring 75% majority.

(ii) Respondents 2 and 4 have fraudulently and cor-lusively combined for the purpose of utilising the issue of fresh capital to secure absolute control and to give to the Board of Directors (in which respondents 2 and 4 and their nominees have majority) the absolute power to allot shares to whomsoever they like and therehv increase their voting strength to the extent of 75% necessary for passing special resolution. It was a part of their plan that the petitioner and his group should fie totally excluded from subscribing to the new issue of share capital of the Company and to oust and exclude the petitioner and his group from the management of the affairs 01 the Company, a right which they hitherto enjoyed and were entitled to enjoy in terms of the Agreement.

The profits made by the Company increased from year to year and the Company paid dividends to the shareholders at the rate of three per cent till 31st March 1958 and at six per cent thereafter. The reserve of the Company also progressively increased, and the Company was on a very sound position and there was scope for further development. The petitioner, who is very rich as compared with tha other share-holders, has all along insisted that the shares be issued to the existing shareholders only knowing it very well that it may not be possible for the other share-holders to acquire those shares with the result that he might be able to acquire absolute majority in the Company and gain absolute control thereof. The oral agreement is ultra vires the memorandum of Articles of Association of the Company and is illegal and opposed to public policy, it was never acted upon. Sri Jain and Sri Sabharwala retired by rotation at the Annual General Meetings. The petitioner did very little to procure finances for the Company Besides introducing the Company to the Chartered Bank.