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33. Having regard to the decision of the Court of Appeal in Yenidje Tobacco Co. Ltd., In re [1916] 2 Ch 426 and of the House of Lords in Ebrahimi v. Westbourne Galleries Ltd. [1973] AC 360, a company of the kind before us (the first respondent) could be called a quasi- partnership and, therefore, when a set of shareholders seek to go out of the company or are to be sent out of the company, the court's power to apply the just and equitable consideration (under sections 397, 398 and 402) of the Companies Act is quite wide since considerations governing section 433(f) could equally be attracted to the situation. In fact in Yenidge Tobacco Company's case [1916] 2 Ch 426, the Court of Appeal pointed out that when there are only two persons interested (in the instant case before us, it is "two groups") and a deadlock is created, it is just and equitable that the company should be wound up.

36. This approach was approved by the Supreme Court is Hind Overseas Private Ltd. v. Raghunath Prasad Jhunjhunwalla . However, on facts, it was held by the Supreme Court that the company before the court was not in the nature of a quasi- partnership. The Supreme Court held, at page 571 (at page 99 of 46 Comp Cas) :

"In Ebrahimi's case [1973] AC 360 (HL), the company which was first formed by the two erstwhile partners, Ebrahimi and Nazar, was joined by Nazar's son, George Nazar, as the third director and each of the two original shareholders transferred to him 100 shares so that at all material times Ebrahimi held 400 shares, Nazar 400 shares, Nazar 400 shares and George Nazar 200 shares. The Nazars - father and son - thus had a majority of the votes in general meeting. Unit the dispute all the three remained directors. Later on an ordinary resolution was passed by the company in general meeting by the votes of Nazar and George Nazar removing Ebrahimi from the office of director. That let to the petition for winding up before the court.

The following features are found in Ebrahimi's case [1973] AC 360 (HL) :

(1) There was a prior partnership between the only two members who later on formed the company.

(2) Both the shareholders were directors sharing the profits equally as remuneration and no dividends were declared.

(3) One for the shareholders' son acquired shares from his father and from the second shareholder, Ebrahimi, and joined the company as the third shareholder director with 200 shares (100 from each).

(4) After that there was a complete ouster of Ebrahimi from the management by the votes of the other two directors, father and son.

(5) Although Ebrahimi was a partner, Nazar had made it perfectly clear that he did not regard Ebrahimi as a partner but regarded him as 9an employee in repudiation of Ebrahimi's status as well as of the relationship.

(6) Ebrahimi though ceasing to be a director lost his right to share in the profits through director's remunerations retaining only the change of receiving the dividends as a minority shareholder.