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* The executive director is proposed to be treated, by way of addition to Article 33, as director not liable to retire by rotation, with a view to benefit the third respondent's son, who is presently the Managing Director.
* The existing restrictions contained in Article 38 on payment of remuneration to the directors are being removed thereby giving unrestricted powers to the board of directors, so as to cover up the extravagant remuneration enjoyed by the third respondent and his son.
* The requirement of approval of Central Government in terms of the existing Article 40 for appointment of the Managing Director/Technical Director, is proposed to be removed, with a view to bring the fourth respondent on the board.

3. Shri K.G. Raghavan, learned Counsel vehemently opposed the company petition on the following grounds:

* The Company was a partner in M/s Ashok Iron and Steels, Belgaum for a period of over a year. By a deed of dissolution dated 30.09.1982, the partnership was dissolved and the business of the dissolved firm was allotted to the Company. The partnership firm was not converted into a private limited company. It was never understood that 25 per cent would be held by Hanji family and 75 per cent by Humbarwadi family for all time to come. The memorandum and articles of association of the Company do not indicate any such restriction in respect of issue of shares to the shareholders. The board of directors of the Company is comprised of directors who are independent and not related to either family and therefore, the Company is not run like a partnership concern. Any restrictive or pre-emption right of transfer of shares, being a common feature of the most of private limited companies is permissible in law. The partnership became the Company, with which relationship among the partners ceased to exist. While the partnership was constituted by nine partners, the Company was promoted independently with more number of shareholders. The partnership structure was not continued by the Company. In the Company, there are independent directors, apart from Hanji and Humberwadi family, thereby giving up the principles of partnership. The articles of association do not confer management right either on the petitioners group or the respondents group. Article 40 does not stipulate that the Managing Director will be from either of these two groups of shareholders. Shri S. Ramaiah, not being a member of these two families, was the Executive Director of the Company for a period of five years. Hence, no quasi partnership principles can be extended to the Company. The principles enunciated by the Supreme Court in Hind Overseas Private Limited v. Raghunath Prasad Jhunjhunwatla and Anr. , wherein it has been held that when more than one family or several friends and relations together form a company and there is no right as such agreed upon for active participation of members who arc sought to be excluded from management, the principles of dissolution of partnership cannot be liberally invoked, are not satisfied. It has been held in Kilpest Private Limited and Ors. v. Shekhar Mehra that when the promoters of a company, whether or not they were hither to partners, elect to avail of the advantages of forming a limited company and when they voluntarily and knowingly bind themselves by the provisions of the Companies Act, a limited company should not be easily treated as a quasi-partnership.
* Article 40 dealing with the appointment of Managing Director/Technical Director is applicable to the office of director, of which the petitioners can have no grievance.
* The amendments to articles 38 & 43 concerning restriction on payment of managerial remuneration have become necessary, as they are not applicable to private limited companies.
* Article 44B and 44C on the issue of sweat equity shares and employees stock option have been introduced to keep in pace the present day context and no grievances can be attributed to the petitioners.