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10. Chancier Krishan Gupta v. Pannalal Girdhari Lal Pvt. Ltd. [1984] 55 Comp Cas 702 (Delhi).
11. Bird Precision Bellows Ltd., In re [1984] 1 Ch. 419 ; [1984] 3 All ER 444 (Ch D).
12. H.R. Harmar Ltd., In re [1958] 3 All ER 689 ; [1959] 29 Comp Cas 305 (CA).
13. Ebrahimi v. Westbaurne Galleries Ltd. [1972] 2 All ER 492 ; [1973] AC 360 (HL).
14. Five Minnie Car Wash Service Ltd., In re [1966] 56 Comp Cas 566 (Ch D).

9. The respondents relied on the following cases to substantiate their arguments :

56. At this stage, it will be appropriate to deal with the issue of maintainability of the petition raised by the respondent. Shri P. C. Sen and Shri Mookerjee, counsel appearing on behalf of the petitioner pointed out that the petitioners hold requisite percentage of shares in the company and have the right to apply under Section 397/398 of the Companies Act and the petition is maintainable as long as the complaints in the petition indicate instances of oppress ion/mismanagement and a case is made out that it is just and equitable to wind up the company. Referring to the memorandum of understanding, articles of association and the terms of agreement dated February 7, 1989, it was pointed out that though the company is a Section 43A company, in reality it is nothing but a partnership between the German group having 60 per cent. equity and the Saboo group having 40 per cent. equity. Despite the unequal equity holding, both the groups have equal representation in the management. It was pointed out that the partnership was formed in good faith and confidence and now there is no faith and confidence and there is a deadlock in the management. The GB group is not functioning or exercising the casting vote in the interest of the company and even for taking decisions in the day-to-day affairs, the GB group is taking recourse to the casting vote. Shri Mookherjee argued that all the allegations made in the petition are sufficient to make out a prima facie case to seek winding up of the company. Shri Mookherjee then referred to decision in Ebrahimi's case [1973] AC 360 (HL) and Hind Overseas' case [1976] 46 Comp Gas 91 ; AIR 1976 SC 565, to substantiate his claim that the company is in the nature of a partnership and the absence of utmost good faith and confidence among the partners, would entitle the petitioner to take recourse to the provisions of Section 397/398 of the Companies Act.