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3. On the nature of the companies, he submitted as follows: all the respondent-companies as also SPL and STL are family companies. The corporate structure of these companies is not the real structure, and once the corporate veil is pierced, it will be obvious that these are all family companies structured in the nature of incorporated companies. Since these respondent-companies control the shares in SPL and STL, and since they are in the nature of family companies, partnership principles could be applied and assets of these companies could be distributed between SKS and HLS equally. In Vijay Krishan Jaidka v. Jaidka Motors Co. Ltd. (1997) 1 Comp LJ 268 (CLB), the Company Law Board had followed the principles of partnership in a family company and divided its assets between the petitioners and respondents. In Ebrahimi v. Westbourne Galleries Ltd. (1972) 2 All ER 492 (HL), the House of Lords had recognised that, in facts of a case, a company could be treated as a partnership and that when there is an understanding that the parties would participate in the management, any breach of such understanding would justify winding up of the company on just and equitable grounds. In K.N. Bhargava v. Trackparts of India Ltd. (2000) 2 Comp LJ 275 (CLB) : (2000) 36 CLA 291, the Company Law Board itself had decided that even though the company was a listed company, yet, in facts of that case, the company could be treated as a family company and could be divided between the two groups.

8. Shri S.N. Mookherjee, appearing for the 9th respondent, submitted as follows: SPL had never been a family company. It was a joint venture company with foreign collaboration and now it is a listed company. Therefore, the question of application of partnership principles in regard to SPL does not arise. Even in case of respondent companies, this principle cannot be applied as in none of these investment companies, there is equal shareholdings of SKS and HLS. He pointed out in Vijay Krishan Jaidka v. Jaidka Motor Co. Ltd. (1997) 1 Comp LJ 268 (CLB), there was equal participation in the Board and that the Board came to the conclusion that there was 45:55 shareholding and, therefore, it ordered for divisions of the assets of the company after a finding that the acts of oppression had been established. Reference to Hind Overseas (P) Ltd. v. Raghunath Prasad Jhunjhunwala AIR 1976 SC 565, wherein the apex court has brought out the distinguishing features of Ebrahimi v. Westbourne Galleries Ltd. (1972) 2 All ER 492 (HL), he pointed out that none of these features are present in this case to come to the conclusion that circumstances exist for winding up of the company on just and equitable grounds. Insofar as K.N. Bhargava v. Trackparts of India Ltd. (2002) 2 Comp LJ 275 (CLB) is concerned, he pointed out that in that case, partnership business was taken over the company, that both the sides had equal participation in the company and that the articles had provided for affirmative votes by both the sides and, therefore, the Company Law Board directed for division of assets to avoid any deadlock in the management of the company. In K.N. Bhargava v. Trackparts of India Ltd. (2000) 2 Comp LJ 275 (CLB), the Company Law Board ordered division of assets only because both the groups were in management and continuance of both the groups would result in deadlock in the management of the company. However, in the present cases, the facts are different and, therefore, these cases are not applicable. In many of the respondent companies, SKS in whose favour the reliefs are sought is not a shareholder. He also pointed out that in many of the cases decided by the Company Law Board, directions were given to purchase the shares of the petitioners who had alleged acts of oppression and, therefore, in the present case also, the only order that could be passed is that the petitioners complaining of oppression should be asked to sell their shares held in the respondent companies. As far as the additional allegation relating to sale of SPL shares held in Sarvottam is concerned, the learned counsel pointed out that these shares were pledged and on non-payment, the lessee has sold the shares and not the company. In regard to allotment of shares in Sarvopari, he pointed out that the consideration received was used to invest in Soma Textiles and the share certificates issued thereat were signed by SKS himself. Therefore, now he cannot question about the allotment of shares in Sarvopari.