Judgment D.R. DHANUKA, J.:---This is an application for appointment for Provisional Liquidator of 1st respondent pending the hearing and final disposal of petition for winding up of the 1st respondent Company. Some of the facts emerging from the record disclose shocking state of affairs and prove at least prima facie that the 2nd respondent and members of his Group have indulged in various acts of manipulation amounting to subterfuge, fraud and acts purporting to jeopardise the assets of the Company and lack of probity. The respondent No. 2, respondent Nos. 5 and 8 have purported to appropriate the valuable assets of the Company to themselves personally and caused serious prejudice to the Company and minority Shareholders as would be obvious from the later part of this order. This is my strong prima facie finding for purpose of this application. 2. On 18th March 1980, the respondent No. 1 Company (formerly known as "Gitaneel Hotels and Investments Pvt. Ltd.) was incorporated as a Private Limited Company under the provisions of the Companies Act (I of 1956). On 9th April 1980, the Certificate of Incorporation was issued by the Registrar of Companies, The authorised capital of the Company is Rs. 65 lacs divided into 50,000 equity shares of Rs. 100/- each and Rs. 15,000/- preferential shares of Rs. 100/- each. The issued and paid-up capital of the Company is Rs. 35,01,000/- divided into 35010 equity shares of Rs. 100/- each. The respondents Nos. 2 and 5 were the subscribers to the Memorandum of Association of the Company, having initially subscribed 5 shares each. On 1st July 1980, the Company entered into partnership with Messrs. Gitaneel Builders, a firm in which various members of the same family were partners, with 25 per cent share in profits; 11 per cent share in assets and liabilities and 25 per cent share in losses. The said partnership firm of M/s. Gitaneel Builders was dissolved and all the assets and liabilities of the said firm were taken over as a going concern by the Company as on 31st March 1981, 35,000 equity shares of Rs. 100/- each, (fully paid up) were allotted to erstwhile partners of the dissolved firm in proportion to their credit balance with the dissolved firm as shown in the relevant annexture to the Balance Sheet of the Company for the period ended 31st March 1981. 100/- each, (fully paid up) were allotted to erstwhile partners of the dissolved firm in proportion to their credit balance with the dissolved firm as shown in the relevant annexture to the Balance Sheet of the Company for the period ended 31st March 1981. On dissolution of firm of M/s. Gitaneel Builders, its partners became shareholders of the 1st respondent Company in lieu of their credit balances with the dissolved firm. The Company was established, inter alia, with an object to set up a residential hotel and carry on business in real estate as builders and developers. The Company is owner of a valuable plot of land situate at 85, Hill Road, Bandra, Bombay, admeasuring about 1670 sq. metres. The total F.S.I. available in respect of the said plot is 24,012 sq.ft. out of which F.S.I. of 17,600 sq.ft. is already consumed in relation to construction of shopping arcade. etc. In the Directors' Report to the shareholders forming part of annual accounts of the Company for the period ended 31st March 1981, the abovereferred facts are clearly set out. Schedule VIII appended to the balance sheet of the Company for the period ended 31st March 1981 also set out the particulars of allotment of shares to 16 persons named therein lieu of their credit balance in the capital account of the dissolved firm of which assets and liabilities were taken over by the Company as a going concern. The paid up capital of the Company is held by members of the same family divided into two groups i.e. Jalgaon Group represented by petitioner, respondents Nos. 9 to 13 and the Bombay Group represented by respondents Nos. 2 to 8. The history of formation of the Company, its joining the firm of M/s. Gitaneel Builders in which most of the present shareholders were already partners, take over of the assets and liabilities of the firm on dissolution and allotment of shares to all the partners of the dissolved firm in ratio of credit balance in their respective capital account firm in dissolved firm indicates that the Company is a domestic Company. 3. It appears from Exhibit "B" to the petition that late Shri Jinabhai Rajivbhai Patel had four sons and three daughters. Shri Bhagwandas Jinabhai Patel, the Chairman and Managing Director, the respondent No. 2 is so described in the Board Minutes of the Company. 3. It appears from Exhibit "B" to the petition that late Shri Jinabhai Rajivbhai Patel had four sons and three daughters. Shri Bhagwandas Jinabhai Patel, the Chairman and Managing Director, the respondent No. 2 is so described in the Board Minutes of the Company. The respondent No. 2 is one of the sons of late Shri Jinabhai Patel. Shri Bhagwandas Patel leads the group of shareholders of 1st respondent Company described by the parties in the pleadings as 'Bombay Group'. Shri Vrajlal Jinabhai Patel, respondent No. 8 herein, belongs to Bombay Group of shareholders. Shri Surendra Vrajlal Patel is sister' son of Shri Bhagwandas Jinabhai Patel, Shri Pravinchandra J. Patel and Shri Vrajlal J. Patel. Shri Surendra Vrajlal Patel is part of Bombay Group. Shri Pravinchandra J. Patel and Shri Anilkumar J. Patel and some of their family members including the petitioner form part of Jalgaon Group of shareholders of 1st respondent Company. The shares of the Company are held by members of the family of Shri Pravinchandra Jinabhai Patel and Shri Anilkumar Jinabhai Patel on the one hand and Shri Bhagwandas Jinabhai Patel and Vrajlal Jinabhai Patel, their family members and Shri Surendra V. Patel on the other hand. Some shares of the Company are also held by Shri Mahendrabhai Kalyanjibhai Ghelani and Smt. Meenaben Mahendrabhai Ghelani, practising Advocates and Solicitors of this Court. The Company has in all 17 shareholders only, 15 of the shareholders being family members belonging to the two Groups and 2 of the shareholders being Shri Mahendra Kalyanji Ghelani and Smt. Meena Mahendra Ghelani. Late Smt. Maniben Jinabhai Patel, mother of Shri Bhagwandas, Shri Pravinchandra, Shri Vrajlal and Shri Anilkumar J. Patel held 1105 shares in the 1st respondent Company. The shares held by the mother late Maniben J. Patel have now been transferred to the name of respondent No. 3 and respondent No. 4 belonging to Bombay Group. The petitioner and other members of Jalgaon Group have impugned the said transfer of shares formerly held by Maniben during her lifetime as fraudulent transfer. According to members of Bombay Group, members of Jalgaon Group held 37.88 per cent shares of the said Company, members of the Bombay Group held 56.86 per cent shares and the 2 lawyer members forming part of Bombay Group held 5.27 per cent shares. According to members of Bombay Group, members of Jalgaon Group held 37.88 per cent shares of the said Company, members of the Bombay Group held 56.86 per cent shares and the 2 lawyer members forming part of Bombay Group held 5.27 per cent shares. According to the petitioner and supporting respondents, the shareholding of members of Jalgaon Group in the said Company works out to 39.9 per cent. This small dispute is not of much consequence for the purpose of determination of the application for appointment of Provisional Liquidator. The fact remains that the complaining shareholders are a minority group having substantial shareholding and the members of the Bombay Group led by respondent No. 2 are majority shareholders, the ratio of their respective shareholding being about 38 per cent on the one side and 62 per cent on the other side. The dispute regarding alleged fraudulent transfer of shares held by the mother can be examined at subsequent stage of the petition. 4. Thus the Company, in substance, appears to be a domestic Company, formed or continued by various members of family of late Jinabhai as indicated above on the basis of mutual trust and confidence. The members of Jalgaon Group claims that their shareholding works out to 39.9 per cent of total paid up capital of the Company. At any rate, the shares held by members of Jalgaon Group are not less than 37 per cent of total shares issued by the Company. 5. It is unfortunate that two groups of shareholders are on war path and the affairs of the Company are managed by the majority represented by respondents Nos. 2, 5 and 8 on the Board as if they are owners of assets of the Company personally to the detriment of the Company and minority shareholders as would be obvious from bare narration of facts concerning purported and alleged transaction of the years 1990, 1991 and 1992 propounded by the respondent No. 2 and his group. 6. It is not disputed that one or other members of the two Groups i.e. Bombay Group and Jalgaon Group and/or their family members have also been carrying on business in partnership in several other names like M/s. Gitaneel Builders and M/s. Vikram Builders. 6. It is not disputed that one or other members of the two Groups i.e. Bombay Group and Jalgaon Group and/or their family members have also been carrying on business in partnership in several other names like M/s. Gitaneel Builders and M/s. Vikram Builders. It is not disputed that the same individuals and/or their family members have also been carrying on business in partnership at Jalgaon in the name of M/s. True Food Corporation, M/s. Pharma Chem International and M/s. Patel Narayandas Bhagwandas. Members of the two Groups held shares in certain other domestic companies of which the affairs are organised in a manner similar to partnership firms. The respondent No. 14 is a Limited Company, of which Shri Bhagwandas J. Patel, Smt. Shardaben B. Patel (wife of respondent No. 2) Surendra V. Patel and Shri Mahendra K. Ghelani are Directors. The respondents 2, 3, 4, 5, one Jayshree Surendra Patel (wife of respondent No. 5), respondent No. 6, respondent No. 7, respondent No. 8 and Jayesh Vrajlal Patel son of respondent No. 8) held almost all the shares of respondent No. 14 Company. For all practical purposes, respondent No. 14 can be described as a domestic Company in which respondent No. 2 and members of his family or his group alone are shareholders. The respondent No. 2 and members of his group are almost exclusively interested in respondent No. 14 Company to the exclusion of members of Jalgaon Group. The members of Jalgaon Group have substantial shareholding in the 1st respondent Company and no share in respondent No. 1. Thus, the respondent No. 2, 5 and 8 act in dual capacity. Respondents 2, 5 and 8 are Directors of respondent No. 1 Company. The respondents Nos. 2, 5 and 8 are also substantial shareholders of respondent No. 14 and respondents Nos. 2, 5 and Shardaben (wife of respondent No. 2) and Shri Mahendra K. Ghelani are the Directors of respondent No. 14. If the purported transactions alleged to have been entered into between respondent No. 1 and respondent No. 14 during pendency of subsisting disputes or on the even thereof are challenged by the complaining minority shareholders as a subterfuge and an act of manipulation, the Court must scrutinise the allegation with care and anxiety even at this stage. If the purported transactions alleged to have been entered into between respondent No. 1 and respondent No. 14 during pendency of subsisting disputes or on the even thereof are challenged by the complaining minority shareholders as a subterfuge and an act of manipulation, the Court must scrutinise the allegation with care and anxiety even at this stage. M/s. Kiran International is a partnership firm, of which the only partners are as under : (1) Shri Bhupesh Bhagwandas Patel -- Son of respondent No. 2. (2) Smt. Shardaben Bhagwandas Patel -- Wife of respondent No. 2. (3) Smt. Jayshree Patel -- Daughter-in-law of respondent No. 2. (4) Kiran Bhagwandas Patel -- daughter of respondent No. 2 Thus Kiran International is owned by wife, son, daughter and daughter-in-law of Chairman and Managing Director of respondent No. 1, the said Bhagwandas. Falgu International is a partnership firm, of which Shri Bhagwandas Patel and Shri S.V. Patel are partners. 6. On 28th July 1992, Shri Darshan Anilkumar Patel, a shareholder of the Company, duly supported by respondents Nos. 9 to 13, presented Company Petition No. 353 of 1992 to this Court for winding up of the Company herein and for other reliefs set out therein invoking section 433(f) of the Companies Act (I of 1956). The petitioner has made several allegations against the members of the Bombay Group in the petition which will have to be scrutinised at least prima facie to some extent for purpose of deciding Company Application No. 326 of 1992 i.e. application for appointment of Provisional Liquidator. On the same day i.e. 28th July 1992, the petitioner presented an application to this Court for appointment of Provisional Liquidator of the Company with a draft Judge's Summons duly supported by affidavit of the petitioner. On 5th August 1992, Shri B.N. Srikrishna, J., accepted the said Company petition No. 353 of 1992 and directed that the petition shall appear on Board peremptorily for admission on 26th August 1992. The respondent appearing through other various learned Counsel at the hearing of the petition waived service of notice of the said petition and application. On the same day, i.e. on 5th August, 1992, B.N. Srikrishna, J., passed an ad-interim order appointing Official Liquidator, High Court, Bombay, as Provisional Liquidator in terms of prayer (a) of Judge's Summons and also granted ad-interim injunction in terms of prayer (c) of the said Judge's Summons. On the same day, i.e. on 5th August, 1992, B.N. Srikrishna, J., passed an ad-interim order appointing Official Liquidator, High Court, Bombay, as Provisional Liquidator in terms of prayer (a) of Judge's Summons and also granted ad-interim injunction in terms of prayer (c) of the said Judge's Summons. The Judge's Summons was made returnable on 26th August 1992. At the ad-interim hearing of application for Provisional Liquidator, several affidavits were filed and the application was vigorously contested. Parties were already fighting legal battle in respect of several partnership firm in the proceeding filed in this Court under section 582 of Companies Act (I of 1956) since April 1992 or nearabout. 7. Being aggrieved by the abovereferred ad-interim order dated 5th August 1992 appointing the Official Liquidator as Provisional Liquidator of the Company, M/s. Gitaneel Hotels Pvt. Ltd. filed an appeal, being Appeal No. 584 of 1992. By its order dated 7th October 1992, the Hon'ble Division Bench of this Court consisting of the learned Chief Justice Shri P.D. Desai and the Hon'ble Mr. Justice S.H. Kapadia, it was directed that the Judge's Summons be heard expeditiously by the Single Judge of this Court to whom the matter may be assigned by the learned Chief Justice. The Hon'ble Division Bench directed that affidavit in reply shall be filed by the contesting respondents by 12th October 1992 and affidavit in rejoinder shall be filed on or before 17th October. Parties appear to have arrived at an understanding not to enforce ad interim order of appointment of Provisional Liquidator till the Judge's Summons was heard and disposed of. 8. This Judge's Summons alone was assigned to this Court by an administrative order passed by the Hob'ble the Chief Justice. The Judge's Summons has been heard for several days and for several hours on several occasions. Large number of affidavits have been filed. Interim directions were given as applied for concerning inspection of documents etc. Yesterday evening i.e. 15th December 1992 at about 4.40 p.m. the hearing was concluded and the judgment started. The hearing of Judge's Summons itself took considerable time. The Court is just now informed that the admission of the Company Petition No. 353 of 1992 with the Company Petition No. 353 of 1992 is also assigned to this Court for the purpose of considering the question of admission of the petition. The hearing of Judge's Summons itself took considerable time. The Court is just now informed that the admission of the Company Petition No. 353 of 1992 with the Company Petition No. 353 of 1992 is also assigned to this Court for the purpose of considering the question of admission of the petition. The Company Petition No. 326 of 1992 shall be placed on Board for admission of the petition on Friday, 18th December 1992. It is not known whether the said matter is ripe for hearing and whether the parties concerned have already filed their respective affidavits concerning subject matter of admission of petition. In my opinion, it would not be proper to withhold delivery of judgment on this Judge's Summons at this stage. It must be stated as a fact that the Judge's Summons has been argued at great length with thorough preparation on all sides as if the Company petition itself is being heard for final hearing. Having regard to the drastic relief sought for in this application, I have allowed parties to file number of affidavits and heard all parties concerned at some length. during pendency of this application, several orders were passed and directions issued in connection with inspection of documents etc. The affidavits filed on both sides are liable to be treated as part and parcel of pleadings at least for purpose of deciding the application. Several documents, most material to the case, were withheld and suppressed by respondent No. 2 and members of his group. Inspection of incriminating documents referred to in later part of this Order have led to shocking disclosures. Most of these documents were neither referred to nor relied upon even in affidavit in reply dated 12-10-1992. 9. Before I summarise the relevant facts concerning Company Application No. 326 of 1992 for appointment of Provisional Liquidator and deal with principal contentions of the parties on merits of the application, it is necessary to deal with preliminary contentions urged on behalf of the contesting respondents as set out hereinafter and summarise the relevant legal principles applicable to this case. The respondents 2, 5 and 8 have been the Directors of the Company throughout. None of the members of the Jalgaon Group have been Directors of the Company at any point of time. 10. The respondents 2, 5 and 8 have been the Directors of the Company throughout. None of the members of the Jalgaon Group have been Directors of the Company at any point of time. 10. Section 450(1) of the Companies Act (I of 1956) reads as under : "At any time after the presentation of a winding up petition and before the making of a winding up order, the Court may appoint the Official Liquidator to be liquidator provisionally." Section 450(3) of the said Act provides that where a provisional liquidator is appointed by the Court, the Court may limit and restrict his powers by the order appointing him or by a subsequent order; but otherwise he shall have the same powers as a liquidator. 11. Provisions contained in section 450(1) of the Companies Act (I of 1956) are almost identical with the provisions contained in section 238 of English Companies Act, 1948. 12. In exercise of the powers conferred by sub-section (1) and (2) of section 643 of the said Act and all other enabling powers, the Hon'ble Supreme Court, after consulting the High Courts, has made Companies (Court) Rules, 1959. Rule 106 of the said Rules reads as under: "106. Appointment of Provisional Liquidator (1) After the admission of a petition for the winding up of a Company by the Court, upon the application of a creditor, or a contributory, or of the Company, and upon proof by affidavit of sufficient ground for the appointment of a Provisional Liquidator, the Court, if it thinks fit, and upon such terms as in the opinion of the Court shall be just and necessary may appoint the Official Liquidator to be Provisional Liquidator of the Company pending final orders on the winding up petition. Where the Company is not the applicant, notice of the application for appointment of Provisional Liquidator shall be given to the Company unless the Court, for special reasons to be recorded (in writing), dispenses with the notice. (2) The order appointing the Provisional Liquidator shall set out the restrictions and limitations, if any, on his powers imposed by the Court. The order shall be in Form No. 49, with such variations as may be necessary." 13. The learned Counsel for respondent Nos. (2) The order appointing the Provisional Liquidator shall set out the restrictions and limitations, if any, on his powers imposed by the Court. The order shall be in Form No. 49, with such variations as may be necessary." 13. The learned Counsel for respondent Nos. 5 to 8 and 14 has submitted during the course of his submissions that application for appointment of Provisional Liquidator is not maintainable at this stage and the Court has no jurisdiction to appoint Provisional Liquidator unless petition for winding up of the Company is first admitted by the Court. The learned Counsel for the contesting respondents has submitted that the provisions of the Act and the Rules made there under must be read together and the application made by the petition for appointment of Provisional Liquidator must be rejected as premature or adjourned for being heard after the question of admission of petition for winding up is decided by the Court one way or another. The provisions of the Act and the Rules must be read harmoniously and the Rules must be interpreted so as to conform to the statutory provisions contained in the Act. The Companies Act (I of 1956) makes clear and specific distinction between the stage of presentation of a petition for winding up and the stage when the petition is admitted and directed to be advertised. Several sections of the Act make the said distinction. The stage of presentation of petition is anterior to the stage of admission. Order admitting petition is appealable under the Act. Section 450(1) of the Act provides that the Court has discretionary jurisdiction to appoint Provisional Liquidator in an appropriate case at any stage after the petition for winding up is presented. In a gross case, such an order can be passed even ex parte immediately on presentation of petition. Rule 106 of the Companies (Court) Rules, 1959 merely enables the Court to appoint Provisional Liquidator after admission of petition. The said rule is procedural and cannot be construed so as to wipe out statutory jurisdiction of the Court under section 450 of the Act to appoint Provisional Liquidator after presentation of petition for winding up of the company and before admission thereof. No implied prohibition on powers of the Court can be spelt out from Rule 106 of the Rules. No implied prohibition on powers of the Court can be spelt out from Rule 106 of the Rules. The Court ought not to accept such construction of the Rule which would make the Rule ultra virus. Rule 106 of the Rules is procedural. Section 450 of the Act is a substantive provision dealing with subject matter of jurisdiction of the Court to appoint a Provisional Liquidator of the Company at any time after presentation of the petition. The words "at any time" used in section 450 of the Act are of considerable significance and cannot be ignored. In a situation where the Court is prima facie satisfied as to jeopardy to the assets of the Company or a strong case for appointment of Provisional Liquidator is made out on some other relevant grounds, the Court would be justified in appointing Provisional Liquidator of the Company immediately on presentation of the petition, as provided in section 450(1) of the Act. It is, therefore, not possible to accept this preliminary contention urged on behalf of respondents Nos. 5 to 8 and 14. 14. Shri Sailesh Shah, the learned Counsel appearing for respondents Nos. 1 to 4, has invited the attention of the Court to a judgment of Lord Romilly in the case of (In re London, Hamburg, and Continental Exchange Bank)1, reported in Vol. II Equity Cases 231, in support of his preliminary contention that the Court is not entitled to appoint a Provisional Liquidator unless the Company consents. The learned Counsel specifically invited the attention of the Court to the following passage from the Judgment of Lord Romilly at page 236 of the abovereferred, case. The relevant passage relied on by the learned Counsel from the said case reads as under: "It is perhaps covenant that I should state what my practice is with reference to the appointment of provisional liquidators. Where there is no opposition to the winding up, I appoint a provisional liquidator as a matter of course, on the presentation of the petition. But when there is an opposition to it, I never do, because I might paralyse all the affairs of the Company and afterwards refuse to make the winding-up order at all. Where there is no opposition to the winding up, I appoint a provisional liquidator as a matter of course, on the presentation of the petition. But when there is an opposition to it, I never do, because I might paralyse all the affairs of the Company and afterwards refuse to make the winding-up order at all. But when the directors themselves apply or do not oppose the winding up, then I appoint the provisional liquidator." The abovereferred observation of Lord Romilly cannot affect true and correct interpretation of the plain and simple language of section 450(1) of the Companies Act, 1956. Practice followed by our Courts is to the contrary and not the practice followed by Lord Romilly. We never hesitate to appoint Provisional Liquidator of a Company in an appropriate case particularly when a strong prima facie case for winding up is made out and the Court is of the view that it would be just, equitable and proper to appoint Provisional Liquidator in the interest of the Company, complaining shareholders or creditors or workmen's or public interest etc. Section 450(1) does not impose any such restriction or limitation on exercise of the power vested in the Company Court while considering an application for appointment of a provisional liquidator. It is well settled that discretionary power must be exercised on just and equitable considerations and the Court can appoint Provisional Liquidator of a Company only if it would be proper to do so after weighing all pros and cons of the matter and after considering as to whether the petitioners have made out a strong prima facie case for winding up of the Company. The mere possibility of the Court taking a different view at the stage of final hearing of the petition for winding up or at the stage of consideration of 'admission' of the petition can be no ground to deny jurisdiction to the Court to pass appropriate interim order in the interest of justice as contemplated under section 450 of the Act. With respect, I do not agree with the views expressed by Lord Romilly in the abovereferred case. 15. Shri Sailesh Shah, the learned Counsel for respondents Nos. 1 to 4 also invited the attention of the Court to judgment of the High Court of Madhya Pradesh in the case of (Kailash Prasad Mishra v. Medwin Laboratory Pvt. Ltd.)2, Vol. 63 Company Cases 310. 15. Shri Sailesh Shah, the learned Counsel for respondents Nos. 1 to 4 also invited the attention of the Court to judgment of the High Court of Madhya Pradesh in the case of (Kailash Prasad Mishra v. Medwin Laboratory Pvt. Ltd.)2, Vol. 63 Company Cases 310. The learned Counsel submitted that the High Court of Madhya Pradesh had followed the dictum of Lord Romilly in the abovereferred case reported in Vol. II Equity Cases 231. In my judgment, the learned Counsel is mistaken. The abovereferred judgment reported in Vol. Equity Cases 231 is merely referred to in the abovereferred Madhya Pradesh case and is not cited with approval. In the abovereferred case, the Hob'ble High Court of Madhya Pradesh held that the appointment of a Provisional Liquidator should not be resorted to except in special circumstances. The view taken by the High Court of Madhya Pradesh, with respect, merely means that the Court should not lightly grant an application for appointment of Provisional Liquidator. The Court would not appoint Provisional Liquidator of the Company unless the Court is satisfied that passing of such an order is absolutely necessary. The Court would not appoint a Provisional Liquidator merely because allegations are made in the petition against the management. To my mind, this judgment does not support the preliminary contention urged by Shri Sailesh Shah. 16. At the concluding stage of arguments, Shri Aspi Chinoy, the learned Counsel for respondents Nos. 1 to 4, who led Shri Sailesh Shah, made altogether a different submission on this aspect. The learned Counsel submitted that the jurisdiction of the Company Court to appoint Provisional Liquidator in an appropriate case at any stage was not disputed by the contesting respondents. Relying on a passage from Pennington's Company Law (Fifth Edition) at page 867, the learned Counsel submitted that the Company Court can appoint a Provisional Liquidator only in limited category of cases like "public interest" and in no other case. The relevant portion of the said passage reads as under :-- "At any time after the presentation of a winding up petition the Court may appoint the official receiver or any other fit person to be a provisional liquidator of the company. The purpose of making the appointment is to preserve the company's assets and to prevent the directors from dissipating them before a winding up order can be made. The purpose of making the appointment is to preserve the company's assets and to prevent the directors from dissipating them before a winding up order can be made. It has been said that a provisional liquidator will only be appointed if the company is the petitioner or if it consents to the appointment, or if the Company is clearly insolvent, or if it is obvious to the Court that a winding up order will be made. These dicta show the Court's reluctance to prejudge the issue between the petitioner and the company by appointing a provisional liquidator before the hearing of the petition, but it has also been held that the Court's power to appoint a provisional liquidator is not limited to such cases and may be exercised if there is an interest of the public to be protected..." In my judgment, the proposition formulated by Shri Aspi Chinoy is too wide and cannot be accepted by the Court. In my opinion, the submission made by the learned Counsel is not covered by the abovereferred passage. No such limited category or exceptions can be carved out by any Court in matters left entirely to the judicial discretion of the Court. The Courts may appoint Provisional Liquidator of the Company immediately on presentation of petition for winding up on that ground that it is necessary so to do in public interest. Some such cases are referred to in the formulation of statement of law by Pennington in his well-known work on Company Law, 5th Edition, page 867. It does not follow therefrom that public interest is the only recognised ground which can form the basis for appointment of Provisional Liquidator. It is neither possible nor desirable to exhaustively enumerate the situations in which Provisional Liquidator may be appointed by the Company Court. I would, however, give illustration of cases where appointment of Provisional Liquidator would be justified. It does not follow therefrom that public interest is the only recognised ground which can form the basis for appointment of Provisional Liquidator. It is neither possible nor desirable to exhaustively enumerate the situations in which Provisional Liquidator may be appointed by the Company Court. I would, however, give illustration of cases where appointment of Provisional Liquidator would be justified. Some such illustrative situations can be broadly listed as under : (a) Where the Company is virtually insolvent or substratum of the Company has disappeared and a strong prima facie case is made out; (b) Where the assets of the Company are in jeopardy; (c) Where it is proved by a strong prima facie case that the management representing the majority shareholders of the Company is conducting the business of the Company to the prejudice of the Company and minority shareholders as if their own contrary to normal business principles proving lack of probity and jeopardy to the interest of complaining shareholders; (d) Where majority of shareholders in collusion with each other are indulging in acts of manipulation and purported transactions which appear on their face to be a subterfuge or bogus; (e) public interest; (f) interest of company or shareholders as a class. 17. If prima facie it appears to the Court that dissolution of the Company is likely to be ordered at final hearing of the petition for winding up, the Court may take this prima facie view also into consideration as one of the relevant factors governing exercise of judicial discretion. The learned Counsel for the contesting respondents have submitted that the Court ought not to appoint a Provisional Liquidator of the Company, whatever may be the nature of allegations and prima facie proof in support thereof until the petition is at first admitted inter alia on the ground that passing of such an order at pre-admission stage of petition would amount to prejudging of the petition itself. Whenever the Court is required to pass an appropriate interim order after applying the criteria as to whether a prima facie case is made out on merits, the Court is bound to form an express an opinion on the prima facie merits of the case. Whenever the Court is required to pass an appropriate interim order after applying the criteria as to whether a prima facie case is made out on merits, the Court is bound to form an express an opinion on the prima facie merits of the case. It is not quite accurate to state that formation of prima facie opinion on merits of the petition for the purpose of deciding an application for appointment of Provisional Liquidator amounts to prejudging of the petition itself on merits. In any event, provisions of section 450 of the Act cannot be nullified even if appointment of Provisional Liquidator prior to admission of the petition in a proper case amounts to prejudging of the petition to some extent. No application for interim relief can be decided by the Court unless prima facie view in respect of merits of the claim in main proceedings is formed at least to some extent. It is inherent in the judicial process. 18. The Hon'ble Mr. Justice S.C. Pratap (as His Lordship then was) had an occasion to deal with an application for appointment of Provisional Liquidator in somewhat different context in the case (In re : The Central India Spinning, Weaving Manufacturing Co. Ltd)3, Vol. 88 Bombay Law Reporter 226. In this case, the Company itself applied for appointment of Provisional Liquidator. That, however, makes no difference to the analysis of legal principles laid down in that case. At page 228 of the said judgment, Pratap, J., observed that jurisdiction of the Court in this respect (meaning thereby in respect of appointment of Provisional Liquidator) was discretionary and the discretionary jurisdiction must be exercised by the court carefully and judicially. In this case, it was further observed by our High Court in terms that in cases where there was an eminent risk and danger to the assets of the Company, the Court would be justified in appointing a Provisional Liquidator. To my mind, it is clear that the exercise of discretionary jurisdiction vested in the Company Court cannot be curtailed or restricted in the manner suggested by the learned Counsel on behalf of contesting respondents. There are variety of situations in which the Court may reach the conclusion that the appointment of Provisional Liquidator of the Company would be justified. In such cases, it would be duty of the Court to grant the application for appointment of Provisional Liquidator. There are variety of situations in which the Court may reach the conclusion that the appointment of Provisional Liquidator of the Company would be justified. In such cases, it would be duty of the Court to grant the application for appointment of Provisional Liquidator. I am in respectful agreement with the observations of Pratap, J., in the abovereferred judgment. 19. It is of considerable relevance to refer to the judgment of Sir Robert Megarry V-C in the case of (Re Highfield Commodities Ltd.)4, reported in 1984(3) All England Law Reports 884. In this case, Sir Robert Megarry construed section 238 of the English Companies Act. Section 238, in so far as it is material, provides as under : "The Court may appoint a liquidator provisionally at any time after the presentation of a winding up petition." At page 893 of the said judgment, the Court observed as under : "As the Judge said, section 238 is in quite general terms, I can see no hint in it that it is to be restricted to certain categories of cases. The section confers on the Court a discretionary power, and that power must obviously be exercised in a proper judicial manner." (Underline is done to supply emphasis). I am in respectful agreement with the view taken by Sir Robert Megarry in the above case to the effect that the power conferred on the Court under section 450 of the Act cannot be restricted to particular category of cases as sought to be suggested by Mr. Aspi Chinoy, the learned Counsel, appearing for some of the contesting respondents. 20. I have, therefore, no hesitation in rejecting the preliminary contention urged on behalf of the learned Counsel for the contesting respondents. I hold that the application for appointment of Provisional Liquidator is maintainable in law at this stage and the same must be dealt with on merits. 21. Before I discuss the relevant grounds and facts having bearing on this application for appointment of Provisional Liquidator, it appears to be necessary to discuss the applicable principles to a petition for winding up on "just and equitable" ground in a case like the one before the Court. 21. Before I discuss the relevant grounds and facts having bearing on this application for appointment of Provisional Liquidator, it appears to be necessary to discuss the applicable principles to a petition for winding up on "just and equitable" ground in a case like the one before the Court. For the purpose of deciding the application for appointment of Provisional Liquidator, I shall have also to address myself to the question as to whether the petitioner has made out a strong prima facie case for winding up of the Company and whether on taking an overall view of the matter, it would be just and equitable, proper, reasonable and necessary to appoint Provisional Liquidator as applied for and grant other interim reliefs as sought for. It must be clarified here and now that my prima facie view of the matter as expressed in later part of this order is only for the purpose of this application and shall not preclude the parties from arguing their respective contentions on merits at the hearing of the petition for admission or at final hearing in accordance with law. 22. (In Hind Overseas Pvt. Ltd. v. Raghunath Prasad Jhunjhunwalla)5, A.I.R. 1976 Supreme Court 565, P.K. Goswami, J., speaking for the Apex Court, in para 33 of his judgment observed that the words "just and equitable" used in the said clause (not to be construed as ejusdem generis with the preceding five clauses) left the entire matter to the wide and wise judicial discretion of the Court and the only limitations were contained in the content of the words "just and equitable" themselves. It is thus neither possible nor desirable to exhaustively lay down the categories or headings of situations in which "just and equitable" clause can be invoked for winding up of a company. With this preface, It is desirable to illustrate at lease a few situations in which "just and equitable" Clause for winding up of a company is sometimes invoked and application thereof is upheld by the Court. Para 1000 and Para 1001 of Halsbury's Laws of England, Fourth Edition, at Pages 594 and 594 of Volume 7 thereof neatly illustrate some of the relevant categories within the scope and ambit of the "just and equitable" clause. Para 1000 and Para 1001 of Halsbury's Laws of England, Fourth Edition, at Pages 594 and 594 of Volume 7 thereof neatly illustrate some of the relevant categories within the scope and ambit of the "just and equitable" clause. (A) "Just and Equitable" clause for winding up of a company may be invoked where the real structure of the Company sought to be wound up is analogous to partnership as understood in company law. It is well-known that in such cases a company would be wound up by applying the principles applicable to dissolution of partnership firms. On this aspect, the judgments of the House of Lords in the case of (Ebrahimi v. Westbourne Galleries Ltd.)6, reported in 1973 Appeal Cases 360 and the judgment of our Supreme Court in the case of Hind Overseas Pvt. Ltd. v. Raghunath Prasad Jhunjhunwala, A.I.R. 1976 Supreme court 565, are directly relevant. It was observed in the judgment of the Hon'ble Supreme Court in the case of Hind Overseas Pvt. Ltd. referred to hereinabove that where more than one family or several friends and relations together form a company and there is no agreement between the parties for active participation of members in management, the principles of dissolution of partnership cannot be liberally invoked. Principles applicable to dissolution of partnership are applied to winding up of domestic companies to certain situations as indicated to some extent in the said judgment although no such categories can be exhaustively listed. The question to be asked is as to whether apparent structure of the Company is not its real structure and whether on piercing the veil of the Company, it would be found that in reality it is partnership. Shri M.H. Shah, the learned Counsel for the petitioner has invoked principles applicable to dissolution of partnership firms in support of his submission that a prima facie case is made out for appointment of Provisional Liquidator of the Company. This is one of several submissions of Mr. M.H. Shah. (B) "Just and equitable" clause is applicable in variety of other situations. This is one of several submissions of Mr. M.H. Shah. (B) "Just and equitable" clause is applicable in variety of other situations. In para 1001 of Halsbury's Laws of England (Fourth Edition), it has been observed that where the directors of the Company treat the business of the Company as if their personal business and do not carry on the business of the Company in interest of Company or all its shareholders, or where the directors withhold information from shareholders in circumstances which give rise to suspicion to the effect that they are attempting to buy the shares of minority at an undervalue, or where the misconduct of directors or promoters can only be successfully investigated in a winding up by the Court, "just and equitable" clause would be applicable. On this aspect of law, it is necessary to refer to the judgment of the Hon'ble Supreme Court in the case of (Rajahmundry Electric Supply Corporation Ltd. v. A Nageshwara Rao)7, A.I.R. 1956 Supreme Court 213. In para 8 of his judgment, Venkatarama Ayyar, J., speaking for the Bench, observed as under : "Where nothing more is established than that the directors have misappropriated the funds of the Company, an order for winding up would not be just and equitable, because if it is a sound concern, such an order must operate harshly on the rights of the shareholders. But if, in addition to such misconduct, circumstances exist which render it desirable in the interests of the shareholders that the Company should be wound up, there is nothing in section 162(vi) which bars the jurisdiction of the Court to make such an order." In a given situation, the acts of misappropriation of funds by the directors by itself or per se may be considered as ground for winding up of the Company. It is a question of balancing of rival interest and the situation. If the Court finds that an order of winding up in such a situation would hurt most of shareholders, the Court may take action against defaulter directors instead of passing an order for winding up. It all depends on facts of each case. In the abovereferred case before the Apex Court, the Hon'ble Supreme Court specifically and expressly approved the view taken by the Privy Council in the case of (Loch v. John Blackwood)8, reported in 1924 Appeal Cases 783 at page 790. It all depends on facts of each case. In the abovereferred case before the Apex Court, the Hon'ble Supreme Court specifically and expressly approved the view taken by the Privy Council in the case of (Loch v. John Blackwood)8, reported in 1924 Appeal Cases 783 at page 790. In this Privy Council case it was observed that the "just and equitable" clause for winding up of a Company must operate if there was a justifiable lack of confidence in the conduct and management of the company's affairs. Lack of confidence in the management must result from conduct of the directors in regard to the company's business. If the minority shareholders make out a strong prima facie case to the satisfaction of the Court that there is a justifiable lack of confidence in the management springing from misconduct, manipulation or subterfuge resorted to by the directors representing majority of shareholders, the complaining shareholders would be entitled to invoke "just and equitable" clause for winding up of the Company within the purview of section 433(f) of the Companies Act (I of 1956) and seek appointment of Provisional Liquidator. Shri M.H. Shah, the learned Counsel for the petitioner has also invoked this fact of "just and equitable" clause also in support of his submission that a prima facie case for appointment of Provisional Liquidator is made out in this case. Mere misappropriation or mismanagement or misconduct of directors may sometimes be not treated as sufficient ground for invoking "just and equitable" clauses. What is in interest of shareholders as a class is also required to be examined and considered. (C) Where the subtratum of the Company has almost disappeared and it is not at all possible for the Company to carry on business in accordance with the object clause contained in the Memorandum of the Company, the Court may be justified in winding up the Company under "just and equitable" clause. Shri M.H Shah, the learned Counsel for the petitioner, has also invoked this fact of "just and equitable" clause in support of his application for appointment of Provisional Liquidator. 23. Both the learned Counsel appearing for contesting respondents have submitted that the Court would not be justified in going behind the audited balance sheets and profit and loss account of the Company at this stage. 23. Both the learned Counsel appearing for contesting respondents have submitted that the Court would not be justified in going behind the audited balance sheets and profit and loss account of the Company at this stage. The learned Counsel for the contesting respondents have further submitted that if it can be shown that the petition is not filed by the petitioner bona fide but is filed only with a view to pressurise the majority group with ulterior motive, the Court must decline to grant the application for interim relief as sought for. The learned Counsel have submitted that even before filing of the petition, by their letter dated 14th July 1992, the members of the Bombay Group had made a written offer to the Members of the Jalgaon Group to the effect that they would be willing to purchase their shares at a value to be fixed mutually, or in alternative at a value which may be fixed by an eminent Architect or a Chartered Accountant. The learned Counsel for the contesting respondents have submitted that the said offer shows bona fides on the part of contesting respondents. The learned Counsel have further submitted that the total lack of response to their offer on the side of the petitioner and members of his group prove the mala fides of Jalgaon Group. The learned Counsel have contended that in such a situation the irresistible inference would be that the members of Jalgaon Group are not interested in safeguarding their legitimate rights as shareholders but are bent upon attempting destruction of this Company with ulterior motives. 24. It has been further contended on behalf of the contesting respondents that the principles of dissolution of partnership can never apply to the 1st respondent as the complainant group of shareholders were never concerned with management of the affairs of the company and there was no agreement what so ever between the groups of shareholders to share the management. It has been contended that "partnership principles" cannot be applied in a situation where there is no deadlock. It has been contended that the principles of dissolution of partnership cannot be applied to this case merely because the Company had taken over the assets and liabilities of the dissolved firm as on 31st March 1981 i.e. soon after its incorporation. 25. It has been contended that the principles of dissolution of partnership cannot be applied to this case merely because the Company had taken over the assets and liabilities of the dissolved firm as on 31st March 1981 i.e. soon after its incorporation. 25. Both the learned Counsel for the contesting respondents have seriously disputed the allegation of the petition to the effect that subtratum of the Company had disappeared. The learned Counsel for the contesting respondents have submitted that they are willing to submit to an appropriate order of injunction. 26. The contesting respondents have denied the allegations of lack of probity, misconduct and manipulation, fraud, collusion and subterfuge. 27. In Ebrahimi v. Wesibourne Galleries Ltd., 1973 Appeal Cases 360, the House of Lords reversed the decision of Court of Appeal and laid down principles to be kept in mind while considering petition for winding up of a company under "just and equitable clause". The said judgment is a leading authority on the subject of application of principles concerning the dissolution of partnership firms to winding up of limited companies more or less by analogy. At page 374 of the judgment. Lord Wilberforce observed as under : "First, there has been a tendency to create categories or headings under which cases must be brought if the clause is to apply. This is wrong. Illustrations may be used, but general words should remain general and not be reduced to the sum of particular instances." At page 376 of the judgment, the House of Lords referred to and relied upon the dictum of the Privy Council in the case of Loch v. John Blackwood Ltd., 1924 Appeal Cases 783. The Privy Council case was a case of a domestic company but not of deadlock. In this case, one of the Directors had given grounds for loss of confidence in his probity and had shown that he regarded the business as his own. At page 379, Lord Wilberforce observed that the words "just and equitable" were a recognition of the fact that a Limited Company was more than a mere legal entity and that there was room in company law for recognition of the fact that behind it, or amongst it, there were individuals, with rights, expectations and obligations inter se which were not necessarily submerged in the company structure. Lack of probity, loss of confidence resulting therefrom and the conduct of the Managing Director and majority shareholders in deliberately keeping the minority in ignorance of the financial position of the company in order to acquire their shares at an undervalue, are held in the Privy Council judgment reported in (1924) Appeal Cases 783, as sufficient ground for invoking "just and equitable" clause. In the same case, Lord Cross of Chelsea observed at page 383 as under : "In some of the reported cases in which winding up orders have been made those who opposed the petition have been held by the Court to have been guilty of a "lack of probity" in their dealings with petitioners. Thus in Loch v. John Blackwood Ltd., (1924) Appeal Cases 783, the managing director and majority shareholder was deliberately keeping the minority in ignorance of the company's financial position in order to acquire their shares at an undervalue......" 28. Shri M.H. Shah, the learned Counsel for the petitioner relied on the observations made by the Hon'ble Supreme Court in the case of (State of U.P. v. Renusagar Power Co.)9, A.I.R. 1988 Supreme Court 1737, to the effect that in the expanding of horizon of modern jurisprudence, lifting of corporate veil is permissible. Its frontiers are unlimited. 29. Shri J.B. Chinai, the learned Counsel for respondents 5 to 7 and 14 cited the following judgments in support of his submissions. The ratio of these judgments shall have to be kept in mind while applying the relevant principles to the facts of this case for the purpose of deciding the application for appointment of Provisional Liquidator made by the petitioner. It does not, however, appear to be necessary to discuss each of these judgments. The judgments cited are listed below for the sake of ready reference, if necessary :-- (1) (Lokenath Gupta v. Credits Pvt. Ltd.)10, 38 Company Cases 599; (2) (Smt. Abnash Kaur v. Lord Krishna Sugar Mills Ltd.)11, 44 Company Cases 390; (3) (M/s. Madhusudan Gordhandas Co. v. Madhu Woolen Industries Pvt. Ltd.)12, A.I.R. 1971 Supreme Court 2600; (4) (In re Atul Drug House Ltd.)13, 41 Company Cases 352; (5) (Gadadhar Dixit v. Utkal Flour Mills Pvt. Ltd.)14, 66 Company Cases 188; (6) (In re Cine Industries and Recording Co. Ltd.)15 , A.I.R. 1942 Bombay 231, and (7) (Malabar Industries Co. Ltd. v. A. John Anthrapper)16, 57 Company Cases 717. Ltd.)15 , A.I.R. 1942 Bombay 231, and (7) (Malabar Industries Co. Ltd. v. A. John Anthrapper)16, 57 Company Cases 717. I have gone through all these cases and considered the ratio thereof. 30. I shall now summarise the material facts emerging from the petition and the affidavits filed at the hearing of the application for appointment of Provisional Liquidator in so far as the same are relevant for deciding this application. It shall be necessary to consider as to whether the petitioner and supporting respondents have made out a strong prima facie case in support of the petition for winding up the Company and as to whether it would be just and equitable, reasonable and fair and absolutely necessary to appoint Provisional Liquidator of the Company and grant other appropriate reliefs. (a) The Company owns a plot of land situate at 85, Hill Road, Bandra, Bombay, admeasuring about 1670 sq. metres. Instead of setting up a residential hotel, the Company proceeded to construct a shopping arcade and construct other areas as per details broadly indicated in Exhibit 'F' to the petition. The Company disposed of various shops and stalls etc. on ownership basis. (b) Sometime in or about the year 1986, the respondent No. 14 was incorporated. The said company is purely a domestic company of which 94 per cent of the shares are held by members of family of respondent No. 2 and members of Bombay Group. Members of Jalgaon Group do not hold any shares in the said Company. The respondents Nos. 2, 3, 5 and 6 are the Directors of respondent No. 14. The respondents 2, 5 and 8 are Directors of the 1st respondent Company. (c) On 17th September 1986, an agreement was arrived at between the 1st respondent Company and respondent No. 14, a copy of which is included in the compilation of documents filed by the petitioner. By the said agreement, the Company granted leave and licence to respondent No. 14 in respect of portion of upper basement premises for installing and operating its Safe Deposit Vault in Bandra for a period of 9 years commencing from 1st September, 1986, with option to renew the same for a further period of 9 years. A sum of Rs. 1600/- per month was fixed as licence fee. A sum of Rs. 1600/- per month was fixed as licence fee. Clause 3 of the said agreement is of considerable significance in context of contentions raised on behalf of the petition and supporting respondents regarding lack of probity on the part of management of 1st respondent Company. By Clause 3 of the said agreement, it was provided that the respondent No. 14 shall deposited with and keep deposited with respondent No. 1 a sum of Rs. 30 lacs as security free of interest and the said sum of Rs. 30 lacs shall be deposited as under : (a) Rs. 20 lacs within one year from the date of the agreement; (b) Rs. 10 lacs within two years from the date of the agreement. The condition of deposit of Rs. 30 lacs free of interest forms part of consideration in respect of the said transaction. neither the said sum of Rs. 30 lacs nor any part thereof was ever deposited by respondent No. 14. The management of respondent No. 1 led by respondent No. 2 never complied with the said condition. The said agreement dated 17th September, 1986 was preceded by Board Resolution of respondent No. 1 dated 11th April, 1986. The minutes of the said Board Resolution clearly show that the respondent No. 2 and respondent No. 5 alone were present at the Board meeting and direct and substantial interest in respondent No. 14 was not disclosed to respondent No. 1 Company. It is the case of the contesting respondents that on 4th October 1990, a supplemental agreement was arrived at between the respondent No. 1 and respondent No. 14. The respondent No. 14 Company is directly and substantially managed and controlled by respondent No. 2 and his family members. A copy of the said supplemental agreement is included in the compilation of documents. It is purported to be provided by the said agreement that the respondent No. 14 has not been able to get the business in respect of booking of lockers in the Vault an anticipated. A copy of the said supplemental agreement is included in the compilation of documents. It is purported to be provided by the said agreement that the respondent No. 14 has not been able to get the business in respect of booking of lockers in the Vault an anticipated. Clause 3 of the said supplemental agreement or the purported agreement, even one may use the said expression, reads as under : "In the circumstances, at the request of the licensee it is agreed that the deposit required to be made in pursuance of Clause 3 (meaning thereby Clause 3 of Agreement dated 17th Sept, 1986) will not be insisted upon by the licensor at least for another 3 years unless the licensee starts making profit or has booking at least of 1000 lockers. The petitioner and supporting respondents have assailed both the agreement dated 17th Sept., 1986 as well as the supplemental agreement dated 4th October, 1990 as the purported transactions indicate lack of probity on the part of management in support of their contention that the affairs of the Company have been managed by the respondent No. 2 and his group in a manner prejudicial to the Company and its shareholders. I am not persuaded to examine the grounds of challenge in respect of the agreement dated 17th September, 1986 as such. The transaction appears to me to be an old transaction and the possibility of implied consent or knowledge of the transaction on the part of shareholders belonging to Jalgaon Group cannot be ruled out. I am, however, satisfied that the agreement dated 4th October, 1990 shows lack of probity on the part of the majority led by respondent No. 2 and the said supplemental agreement is grossly unfair and prejudicial to the interest of the 1st respondent Company. I also do not consider it necessary to examine the legal effect of nondisclosure of interest on the part of respondent No. 2 and respondent No. 5 in the Board meeting dated 11th April, 1986 at this stage. (c) Sometime in the year 1989, the respondent No. 1 entered into an agreement with respondent No. 15, whereby the respondent No. 1 allowed respondent No. 15 to conduct a restaurant on the first floor of its property situate at 85, Hill Road, Bandra, Bombay. The respondent No. 15 is an outsider. (c) Sometime in the year 1989, the respondent No. 1 entered into an agreement with respondent No. 15, whereby the respondent No. 1 allowed respondent No. 15 to conduct a restaurant on the first floor of its property situate at 85, Hill Road, Bandra, Bombay. The respondent No. 15 is an outsider. I do not propose to examine the grievance of the petitioner and supporting shareholders in respect of this transaction also for the purpose of present application. (d) The respondent No. 2 has admitted in page 4(g) of his affidavit dated 12th October, 1992 that in or about February 1992, the disputes and differences between the parties (meaning thereby members of the Jalgaon Group and their relatives being partners or shareholders in allied firms or companies on the one hand and members of the Bombay Group and their relatives being partners of shareholders in allied firms or companies on the other hand) commenced and series of litigations were filed by the parties against one another. (e) It is averred in para 8 of the petition that in February or March 1992, the petitioner and respondent Nos. 9 and 11 discovered that the respondents 2 to 5 and their family or group members had perpetrated a massive on the petitioner, respondents 9 and 11 and their group members in the matter of the affairs of M/s. Gitaneel Builders (India). On 25th April 1992 respondent No. 9 and his daughter one Kalpitta Patel filed Company Petition No. 225 of 1992 in this Court for an order of winding up of the affairs and business of M/s. Gitaneel Builders (India) under section 582/583 of the Companies Act, 1956 and applied for appointment of the Official Liquidator as Provisional Liquidator. The respondent No. 2 -Bhagwandas J, Patel, the Chairman and Managing Director of respondent No. 1 Company herein, was respondent No. 6 in the said Company Petition No. 225 of 1992. On 30th April, 1992. Jhunjhunuwala, J., passed a speaking order on the Judge's Summons taken out in the said petition, being Judge's Summons No. 265 of 1992. By the said order, the learned Judge appointed the Official Liquidator as Provisional Liquidator of the said M/s. Gitaneel Builders (India). M/s. Gitaneel Builders (India) is a partnership firm and was treated by the parties in the said litigation as an unregistered company under section 582 of the Companies Act, 1956. By the said order, the learned Judge appointed the Official Liquidator as Provisional Liquidator of the said M/s. Gitaneel Builders (India). M/s. Gitaneel Builders (India) is a partnership firm and was treated by the parties in the said litigation as an unregistered company under section 582 of the Companies Act, 1956. In the said order dated 30th April 1992, the learned Judge referred to the deed of partnership dated 25th September 1986 providing that the bank account of the said firm/company would be operated by Bhagwandas representing the members of Group 'A' (meaning thereby Bombay Group) and Pravinchandra (respondent No. 9 herein) representing the members of Group 'B' (meaning thereby Jalgaon Group) and all transactions for sale of premises on ownership basis or otherwise would be effected by and under the joint signatures. The learned Judge recorded a prima facie finding in the said order that Bhagwandas Jinabhai Patel acting in collusion with members of his group and with fraudulent intention had changed internal pages of the original of the said deed of partnership so as to oust Shri Pravinchandra and members of his group from joint control for the purpose of making secret profits etc. I am not borrowing the findings of the learned Judge for the purpose of this case. It shall, however, be necessary to take into consideration the factum of existence of various disputes between more or less the same parties while examining the grievance made by the members of the Jalgaon Group in this application. (f) Some of the members of the Jalgaon Group have interest in another partnership firm, treated as unregistered company, known as M/s. Vikram Builders. The respondents Nos. 2 to 5 in this petition are the partners in the said firm from Bombay Group. It is averred in para 12(d) of the petition that sometime in the month of March 1992, the petitioner discovered massive fraud on the part of Bhagwandas and members of his group in relation to affairs of M/s. Vikram Builders. Sometime in the month of May 1992 and prior to 22nd May 1992, the respondent No. 1 Shri Anilkumar J. Patel in his capacity as Karta of his H.U.F. filed Company Petition No. 290 of 1992 in this Hon'ble Court for winding up of M/s. Vikram Builders. The petitioners invoked "just and equitable" clause for winding up of the said unregistered Company/firm. The petitioners invoked "just and equitable" clause for winding up of the said unregistered Company/firm. By an order dated 22nd May 1992, the learned Vacation Judge Mr. Justice S.H. Kapadia granted ad-interim injunction in terms of some of the prayers of the Judge's Summons taken out in the said proceeding. It was recorded by the learned judge in his order dated 22nd May, 1992 that the managing partner Mr. Bhagwandas Patel was lying in hospital and it was necessary for the contesting respondents to obtain instructions. (g) By its order dated 21st July, 1992, the Hon'ble Division Bench dismissed Appeal No. 401 of 1992 arising from order dated 30th April 1992 passed by Jhunjhunuwala, J., on Judge's Summons taken out by the petitioners in Company Petition No. 225 of 1992. By an order dated 27th July, 1992, B.N. Srikrishna, J., passed an order for appointment of Provisional Liquidator in Company Petition No. 241 of 1992 concerning M/s. Vikram Builders finding prima facie merit in the grievance of members of Jalgaon Group to the effect that bogus transactions had been entered into to the prejudice of the Company and its shareholders. By an order dated 5th August 1992, passed in appeal No. 524 of 1992, the Hon'ble Division Bench dismissed the Appeal filed by Vikram Builders against the order passed by B.N. Srikrishna J. appointing Provisional Liquidator as Liquidator of the said Company. By an order dated 5th August 1992, B.N. Srikrishna, J., granted an ad-interim order after hearing the parties appointing the Official Liquidator as Provisional Liquidator of the 1st respondent Company. (h) The upper basement of the property belonging to the Company consists of built up area admeasuring about 7500 sq. ft. About 2500 sq. ft. of the said built up area is given on leave and licence by respondent No. 1 to respondent No. 14 for its Safe Deposit Vault under agreement date 17th September, 1986. The balance of about 5000 sq. ft. consists of a huge hall without any partition walls and without any division thereof in separate and independent units or otherwise. The Company also owns Shop No. 10 on ground floor of the same property and Units numbered as M-2, U-1 and U-2. The balance of about 5000 sq. ft. consists of a huge hall without any partition walls and without any division thereof in separate and independent units or otherwise. The Company also owns Shop No. 10 on ground floor of the same property and Units numbered as M-2, U-1 and U-2. (i) Shri Bhagwandas J. Patel, the Chairman and Managing Director of respondent No. 1, representing the majority group of shareholders i.e. Bombay Group has propounded the following purported transactions between the Company and respondent No. 2 and members of his group. The petitioner and supporting respondent have assailed these purported transactions as subterfuge, acts of manipulation and as an attempt to impose totally bogus transactions on the Company and its shareholders. The petitioner and supporting respondents have assailed the case propounded by respondent No. 2 on the ground of lack of probity as well as an act of attempted misappropriation of the assets of the company, contending also that the assets of the Company are in jeopardy. The said purported transactions are as under : (j) On 22nd May 1992, the respondent No. 1 is supposed to have entered into an agreement to sell Units Nos. 1, 2, 3, 4 and 5 to Shri Bhagwandas J. Patel individually admeasuring 441.68 sq. ft. for total consideration of Rs. 8,75,000/-. The alleged agreement is signed by Shri Bhagwandas J. Patel himself in his purported capacity of Director of respondent No. 1 and by Shri Bhagwandas J. Patel himself in his purported capacity as supposed purchaser of the said alleged Units. It is alleged that the Company received a sum of Rs. 15000/- by cheque from Shri Bhagwandas J. Patel on 22nd May, 1992 out of the said sum of Rs. 8,75,000. A mere glance at the said document is enough to show that the said transaction is in the nature of subterfuge and is completely bogus. A typed sheet is inserted in a printed document. The said purported document confers right on the alleged purchaser to construct the partition walls and right to sell, lease or dispose of the socalled Units to a third party. The said purported document states that the alleged purchaser shall be liable to pay the balance of Rs. A typed sheet is inserted in a printed document. The said purported document confers right on the alleged purchaser to construct the partition walls and right to sell, lease or dispose of the socalled Units to a third party. The said purported document states that the alleged purchaser shall be liable to pay the balance of Rs. 8,60,000 to the Company within a period of 18 months from the date the Builders intimate to the purchaser about the change of user having been sanctioned by the Bombay Municipal Corporation. On 22nd May 1992, Shri Bhagwandas J. Patel was lying in hospital. On 22nd May 1992, Kapadia, J., had passed and ad-interim order in the proceeding concerning Vikram Builders with a prayer for appointment of Provisional Liquidator, Prior to 22nd May 1992, Jhunjhunuwala, J., had already appointed Provisional Liquidator in respect of Gitaneel Builders (India). It is now alleged that a sum of Rs. 1,50,000/- was, paid by Shri Bhagwandas to the 1st Respondent Company in further part payment of the balance of the amount in August 1992. The Company filed this petition with the averment that the entire upper basement save and except the portion of the premises occupied for safe Deposit Vault was lying vacant and was in possession of the 1st Respondent Company. The abovereferred purported document and the alleged transaction supposed to have been evidenced thereby was not even referred to in the first affidavit in reply of Shri Bhagwandas Patel dated 30th July 1992. The purported document and the names of alleged buyers of the so called units are not disclosed even in the affidavits dated 12th October, 1992 made by Shri Bhagwandas Patel. The said purported document amount to evasion of stamp duty and are inadmissible in evidence for all purposes. The document is liable to be impounded. (k) Shri Bhagwandas, J., Patel has alleged that on 22nd May, 1992 when he was lying in hospital, the Company entered into similar agreement of sale in respect of Units Nos. 6, 7, 8, 9, 10 and 11, forming part of upper basement, admeasuring 453.81 sq. ft. in favour of Shri S.V. Patel, another Director of the Company and another member of Bombay group. The alleged consideration in respect of the said transaction is supposed to have been stipulated at Rs. 8,10,000/-. A sum of Rs. 6, 7, 8, 9, 10 and 11, forming part of upper basement, admeasuring 453.81 sq. ft. in favour of Shri S.V. Patel, another Director of the Company and another member of Bombay group. The alleged consideration in respect of the said transaction is supposed to have been stipulated at Rs. 8,10,000/-. A sum of Rs. 15000/- is supposed to have been paid against alleged transfer of possession with right to dispose of the Units in favour of third parties. All the stipulations contained in the purported document dated 22nd May, 1992 in favour of Shri S.V. Patel are identical with the stipulations in the purported document in favour of Shri Bhagwandas J. Patel. The said purported document is reasonably assailable as a bogus document. (l) Shri Bhagwandas J. Patel has also now alleged that on 22nd May 1992, the Company had entered into another agreement of sale in favour of his daughter-in-law Mrs. Jyotika B. Patel in respect of Unit No. 16, admeasuring 114.56 sq. ft. for consideration of Rs. 1,58,000/- and possession of the said Units is supposed to have been parted with by the Company to the said Mrs. Jyotika B. Patel on receipt of Rs. 15000/- by the Company. All the allegations on either side in respect of this transaction are identical. The said document is also a bogus document. (m) The respondent No. 2 has further alleged that on 22nd May 1992, the Company had entered into another agreement of sale in respect of Units Nos. 17, 18, 19, 20 and 21 admeasuring in aggregate 438.75 sq. ft. for Rs. 8,92,000/- in favour of Smt. Shardaben B. Patel (wife of respondent No. 2). It is now alleged by the management that the Company is supposed to have parted with possession of the said Units to Smt. Shardaben B. Patel on receipt of Rs. 15000/- coupled with the right to construct partition walls and to sell or dispose of the said Units to any third party. All the allegations in respect of this purported transaction on either side are identical. Prima facie, the document and purported transaction are bogus one. 15000/- coupled with the right to construct partition walls and to sell or dispose of the said Units to any third party. All the allegations in respect of this purported transaction on either side are identical. Prima facie, the document and purported transaction are bogus one. (n) The respondent No. 2 has further alleged that on 22nd May, 1992 the Company is supposed to have entered into a transaction in respect of Unit No. M-2 on mezzanine floor in favour of Bhupesh B. Patel (son of respondent No. 2) for a total consideration of Rs. 1 lac. The Company is supposed to have parted with possession in respect of the said Unit in favour of the said son of respondent No. 2 on receipt of Rs. 15,000/-. Prima facie, the alleged document and the alleged transaction is bogus. (o) The respondent No. 2 has now alleged that on 1st June 1992, the Company had granted leave and licence in favour of Smt. Jayshree S. Patel in respect of Unit No. 2, purporting to lease the said Unit for a period of 10 years in favour of the said lessee at a rent of Rs. 300/- per month. The said Smt. Jayshree S. Patel is the wife of Shri S.V. Patel, respondent No. 5. The said transaction is equally in the nature of subterfuge and an act of manipulation. (p) The respondent No. 2 has further alleged that on 1st June, 1992 the Company had entered in to an agreement in respect of Unit No. U-1 with one Falguni B. Patel, daughter of Shri Bhagwandas Patel, purporting to create lease in her favour for 10 years in respect of the said Unit. Prima facie, the alleged document and the alleged transfer is bogus. (q) The aforesaid documents relied upon by the respondent No. 2 and members of the Bombay Group were suppressed from the Court and members of the Jalgaon Group until forced to disclose the same in pursuance of orders passed by this Court from time to time. No reference is to be found to these documents in the affidavits of Shri Bhagwandas J. Patel dated 30th July, 1992 or 12th October, 1992. No reference is to be found to these documents in the affidavits of Shri Bhagwandas J. Patel dated 30th July, 1992 or 12th October, 1992. (r) The respondent No. 2 has further alleged that on 7th May, 1992 (much after passing of order dated 30-4-1992 by Jhunjhunuwala, J., in Judge's Summons No. 265 of 1992 in Company Petition No. 225 of 1992) the Company granted lease in respect of Shop No. 10 on the ground floor or its property situate at 85, Hill Road, Bandra (West) in favour of respondent No. 14. No reference is to be found to this document in the affidavit dated 30th July, 1992 or in the affidavit filed by respondent No. 14 nor a copy of the said alleged document dated 7th May 1992 was made available to the Court till recently. The said purported document now forms part compilation of documents. It is alleged by contesting respondents that the said document was executed in pursuance of the Board Resolution dated 25th April, 1992 at which Shri B. J. Patel and Shri S.V. Patel were present. It is alleged that at this Board meeting, Shri B.J. Patel and Shri S.V. Patel in their capacity as Directors of respondent No. 14 had disclosed to Shri B.J. Patel and Shri S.V. Patel in their capacity as Directors of respondent No. 1 that the said Directors were interested in respondent No 14. The purported agreement dated 7th May, 1992 is now described by the learned Counsel for the contesting respondents as an agreement to lease and not lease, itself perhaps in view of nonpayment of proper stamp duty and lack of registration formalities. The said purported lease is supposed to be for a period of 10 years commencing from 7-5-1992 and the alleged rent is supposed to have been stipulated at Rs. 2500/- per month. It is also alleged that the respondent No. 14 paid a sum of Rs. 3 lacs as deposit to respondent No. 1. It is contended on behalf of the petitioner and the supporting respondents that Shop No. 10 was the registered office of the 1st Respondent Company. The allegation is denied by the contesting respondents. The purported transaction appears to me to be bogus and clearly an act of manipulation. Practically all these documents are liable to be compounded as under stamped. It is contended on behalf of the petitioner and the supporting respondents that Shop No. 10 was the registered office of the 1st Respondent Company. The allegation is denied by the contesting respondents. The purported transaction appears to me to be bogus and clearly an act of manipulation. Practically all these documents are liable to be compounded as under stamped. (s) It has also come to light that on 15th October 1991, the Company is supposed to have entered into almost similar transaction in respect of Units Nos. 11, 12, 13, 14 and 15 in favour of M/s. Kiran International, a concern of Shri Bhagwandas Patel for a total consideration of Rs. 7,90,000/-. It is alleged that on receipt of Rs. 2 Lacs. possession of these Units was handed over by the company to M/s. Kiran international. Although the purported document in respect of this transaction is dated 15th October 1991, this transaction also appears to me to be equally bogus and an act of manipulation. In fact no Units are in existence ; no construction walls are constructed. Merely because some credit or debit entries are made in the books of accounts of respondent No. 1, at instance of Bhagwandas and his group it does not follow that all these transactions are bona fide or entered into in ordinary course of business. (t) It is the case of the petitioner and supporting respondents that the prevailing market price of commercial premises at Bandra at the relevant time was not less than Rs. 5000/- per sq. ft. and by the purported transactions, Shri Bhagwandas J. Patel wants to cause loss of Rs. 1,27,100/- to the Company in addition to causing loss to the Company in a sum of Rs. 37 lacs by attempting to enter into lease in respect of Shop No. 10 by the purported document dated 7th May 1992. It is not necessary for the Court to ascertain the market rate prevailing at Bandra in this locality in respect of the commercial premises as the impugned transaction, on the face of it, are bogus. (u) The contesting respondent suppressed even the minimum details in respect of the impugned transactions from the petitioner and members of Jalgaon Group for a considerable time. (u) The contesting respondent suppressed even the minimum details in respect of the impugned transactions from the petitioner and members of Jalgaon Group for a considerable time. All the affidavits filed at the hearing of the Judge's Summons shall have to be taken into consideration for the purpose of application for appointment of Provisional Liquidator. (v) The petitioner and members of Jalgaon Group have inter alia assailed the purported transactions dated 15th October 1991, 7th May 1992, 22nd May 1992 and 1st June 1992 as act of subterfuge and an act of manipulation on the part of respondent No. 2 and other Directors. The petitioner and the contesting respondents contended that all these purported transactions show lack of probity on the part of contesting respondents and the petitioner and the contesting respondents have established clear danger to the assets of the Company. Affairs of the Company have been conducted or purported to be conducted in a manner most prejudicial to the Company and the complaining shareholders and there is a clear attempt to appropriate or misappropriate the assets of the Company. It has been contended that there is a justifiable lack of confidence in the management and majority shareholders. It is contended on behalf of the petitioner and supporting respondents that Bhagwandas J. Patel and members of his group have indulged in acts of fraud and in coreusion with each other have purported to deal with the assets of the Company as if the same are their personal assets. The petitioner has alleged that Shri Bhagwandas Patel and members of his group have no regard for business morality or for interest of others. I find considerable merit in each of the submissions made on behalf of the petitioner and supporting respondents. 31. Shri Bhagwandas Patel has contended that the abovereferred premises i.e. so called 21 Unit were lying unused and there is nothing surprising about the transaction between the Company and the shareholder purchasers. The learned Counsel for the contesting respondents made a halfhearted attempt to contend that the Company was favoured by the alleged purchasers by entering into the abovereferred transactions. Bare narration of the above facts disclose shocking state of affairs. The learned Counsel for the contesting respondents made a halfhearted attempt to contend that the Company was favoured by the alleged purchasers by entering into the abovereferred transactions. Bare narration of the above facts disclose shocking state of affairs. The Court thereupon enquired of the learned Counsel for the contesting respondents as to whether the parties would be willing to nullify the impugned transactions entered into after the disputes on behalf of Shri Bhagwandas Patel and his family members or members of his group. No reply was forthcoming. Every strange and unrealistic arguments were advanced on behalf of the contesting respondents to the effect that the disputes in respect of the 1st respondent Company had arisen only on 28th July, 1992 and the impugned transactions having been entered into prior thereto cannot be and ought not to be suspected. It is not disputed that the same parties were litigating in respect of several allied firms/companies in this Court since April 1992. I find no merit in any of the submissions made on behalf of the contesting respondents. It was also contended by the learned Counsel for the contesting respondents that as far as third parties were concerned, they were bona fide purchasers without notice and the third party purchasers could not be dispossessed from the said Units. In my opinion, each of the abovereferred purported transaction is bogus and is in the nature of subterfuge or make-believe. There is nothing bona fide about either of these transactions. It is not believable that any of there alleged purchasers are in possession of any of the alleged Units. There is intrinsic evidence in the contents of the documents, now produced at a very late stage on behalf of respondent No. 2, that the purported documents are bogus and can never be considered as bona fide documents. Each of the alleged purchaser or lessee is respondent No. 2 or his relative or his own firm or concern. If the respondent No. 2 and members of his group are to be believed, it would follow that after 30th April 1992, the respondent No. 2 is supposed to have disposed of the assets of the Company in his own favour and in favour of his relatives. By applying the same standard, the alleged transaction dated 15th October, 1991 is liable to be treated as equally bogus. By applying the same standard, the alleged transaction dated 15th October, 1991 is liable to be treated as equally bogus. The respondent No. 2 and members of his group perhaps planned the acts of manipulation even prior to February 1992 or October 1991. Even the supplemental agreement dated 4th October 1990 shows total lack of bona fide and fraudulent conduct on the part of respondent No. 2 and his group. In my opinion, a strong prima facie case is made out for winding up of the Company on the ground of lack of probity, acts of manipulation, carrying on of the business to the complete prejudice of the Company and its shareholders. At any rate, a strong prima facie case is made out by the petitioner and supporting respondents for appointment of Provisional Liquidator on the abovereferred grounds alone. 32. The learned Counsel for the petitioner has contended that the Company has lost subtratum as obvious from the profit and loss account and the balance sheets of the Company. The learned Counsel for the petitioner has pointed out that the Company is supposed to have suffered losses in the years 1982-83, 1983-84, 1985-86, 1987-88, 1988-89 and 1989-90 and a sum of Rs. 6,31,126/- is the accumulated carry forward loss. The learned Counsel for the petitioner has also invited the attention of the Court to the balancesheet of the Company for the year ended 31-3-1987 and particularly to Schedule X appended thereto. The impugned item in Schedule X reads as under : "Other Income : Value of the land received from M/s. Vikram Builders.... Rs. 68,56,000/-" The learned Counsel submitted that this transaction is nothing but a mystery and an act of manipulation. The learned Counsel submitted that no particulars in respect of the land in question in respect whereof the respondent No. 1 company is supposed to have received a sum of Rs. 69,56,000/- are ever disclosed by the majority group. There is some force in the contention of Shri Shah. I have considerable suspicion. Nevertheless I am not prepared to go behind the audited balancesheet at this stage. I am also not convinced that the subtratum of the Company has disappeared and a prima facie case is made out for winding up of the Company on this ground also. There is some force in the contention of Shri Shah. I have considerable suspicion. Nevertheless I am not prepared to go behind the audited balancesheet at this stage. I am also not convinced that the subtratum of the Company has disappeared and a prima facie case is made out for winding up of the Company on this ground also. If the imugned transactions are a subterfuge and make-believe, if follows that the Company is possessed of substantial assets as its owner. I have gone through the "Object Clause" from the Memorandum of the Company. The Company is entitled to carry on business in real estate and activities of the Company need not be restricted to the plot situate at 85, Hill Road, Bandra, Bombay. Even the possibility of a residential hotel coming up cannot be ruled out, although no sufficient F.S.I. is available, in so far as the plot of the Company situate at 85, Hill Road, Bandra, is concerned. It is contended on behalf of the contesting respondents that the Company would be able to start the residential hotel by arranging for transfer of development rights from other owner as permissible under the Development Control Rules. It is not possible to accept the submission made on behalf of the petitioner at this stage. Accordingly, I am not prepared to accept the submissions of the petitioner and supporting respondents in so far as this ground for appointment of Provisional Liquidator is concerned. 33. The learned Counsel for the petitioner and supporting respondents have invoked principles analogous to dissolution of partnership in support of his submission that a prima facie case for winding up of the Company is made out. The petitioner has at the most an arguable case on this point. The contesting respondents have also an equally or perhaps more arguable case in support of their submission that the said principles are not applicable in this case. This is not a case where both the groups have equal shareholding. This is not a case where both the groups are in management. This is not a case where the members of Jalgaon Group claim right to management. This is not a case where both the groups have equal shareholding. This is not a case where both the groups are in management. This is not a case where the members of Jalgaon Group claim right to management. Having regards to the ratio of the judgment of the Supreme Court in the case of Hind Overseas Pvt. Ltd. v. Raghunath Prasad Jhunjhunwala, A.I.R. 1979 Supreme Court 565, and the judgment of the House of Lords in the case of Ebrahimi v. Westbourne Galleries Ltd, 1973 Appeal Cases 360, cited supra, I have reached the conclusion that this ground alleged on behalf of the petitioners is not strong enough to justify an application for appointment of Provisional Liquidator. Having found that one of the grounds urged on behalf of the petitioner and supporting respondents is strong enough to justify grant of application for appointment of Provisional Liquidator, I need not pursue the discussion any further. 34. The learned Counsel for the contesting respondents has submitted that the petition for winding up filed by the petitioner lacks bona fide and the motive of the petitioner is to pressurise the majority shareholders and ruin the Company. Both the learned Counsel for the contesting respondents have relied upon offer to purchase shares from members of Jalgaon Group contained in letter dated 14th July 1992, being Exhibit 'G' to the Plaint, and letter dated 2nd December 1992 addressed by Advocates M/s. N.N. Vaishnav Company, Advocates representing respondents Nos. 1 to 4, to M/s. Hiralal Thakker Co., Advocates representing the petitioner. The contesting respondents have made the said offer in Court "with prejudice". By my order dated 14th December 1992 I had given an opportunity to the parties to submit their offers in sealed covers stating the rate at which they would be willing to purchase or sell their respective shares to the other group. The sealed covers submitted on both sides were opened in open Court and the experiment totally failed. Both the sealed covers were re-sealed. The members of the Bombay Group want the valuer to adjudicate upon the disputes in respect of bona fide or validity of the impugned transactions like transactions dated 7th May, 1992, 22nd May 1992, 1st June 1992 and 15th October 1991 etc. The members of the Jalgaon Group are not agreeable to leave this question to the arbitration of the valuer. The members of the Jalgaon Group are not agreeable to leave this question to the arbitration of the valuer. Having given my anxious thought to this aspect of the matter, I have reached the conclusion that there is a serious attempt on the part of the Bombay Group to purchase the shares of members of Jalgaon Group at a gross undervaluation and prolong the matter. No useful purpose would be served by pursuing this discussion since the allegations made against the contesting respondents prima facie disclose shocking state of conduct on the part of Shri Bhagwandas J. Patel, Chairman and Managing Director of respondent No. 1 Company, and members of his Group. It is impossible to hold that the petition is filed by the petitioner with a view to ruin the Company. In my opinion, the petition is filed by the petitioner and members of Jalgaon Group bona fide and the remedy pursued is legitimate one and within the four corners of the Companies Act. (I of 1956). 35. The learned Counsel for the contesting respondents have submitted that order of injunction would meet the ends of justice and the Official Liquidator should not be appointed as Liquidator of the Company. Having regard to my prima facie conclusions in respect of misconduct of Shri Bhagwandas J. Patel and members of his group, it is not possible to accept this submission. 36. I have not dealt with minor points urged on either side as it is not necessary so to do. 37. In the result, I pass the following order : (i) The Judge's Summons is made absolute in terms of prayers (a) and (c) with costs. (ii) The Official Liquidator shall be entitled to exercise all the powers on behalf of the 1st respondent Company as contemplated under the Companies Act (I of 1956) without any limitation or restrictions, subject to following specific directions: (a) The Official Liquidator shall not dispossess respondent No. 14 in respect of premises forming part of upper basement covered under Agreement dated 17th September, 1986 entered into between the Company and respondent N. 14. The Official Liquidator shall not dispossess respondent No. 15 or other occupants from the premises on 1st floor of Company's property situate at Bandra. The Official Liquidator shall not disturb possession of occupants of shops and stalls save and except in respect of Shop No. 10. The Official Liquidator shall not dispossess respondent No. 15 or other occupants from the premises on 1st floor of Company's property situate at Bandra. The Official Liquidator shall not disturb possession of occupants of shops and stalls save and except in respect of Shop No. 10. The Official Liquidator shall be entitled to exercise all the rights of the Company for recovering rents and profits thereof to the same extent and in other respects as the Company is entitled thereto. (b) The Official Liquidator to take physical possession of Shop No. 10 forming part of property of Company at Bandra forthwith whoever may be found in possession thereof including by physical dispossession of respondent No. 14 therefrom if respondent No. 14 is found to be in possession thereof. (c) The Official Liquidator to take physical possession of entire basement premises in whomsoever's possession the same may be found i.e. premises including so-called Units Nos. 1 to 21, Units Nos. M-2, U-1 and U-2, as detailed in Exhibit 'C' to the affidavit of Shri Haribhai J. Patel dated 18th November, 1992 except the portion of upper basement premises in occupation of respondent No. 4 as specified in agreement dated 17th September, 1986. (iii) The respondents Nos. 2 to 5 and 8 do pay to the petitioner a sum of Rs. 5000/- towards costs of Judge's Summons. (iv) The Official Liquidator do execute this order forthwith and submit a compliance report to this Court soon thereafter. (v) Both the learned Counsel appearing for the contesting respondents apply for stay of operation of order just passed in relation to appointment of Official Liquidator as Provisional Liquidator for sometime in order to enable them to consider their position, and carry the matter higher, if so advised. The learned Counsel for the petitioner and supporting respondents oppose. P.C. : Operation of the abovereferred order making the Summons absolute in terms of prayer (a) and issue of consequential directions stayed till 11th January, 1993 on the condition that complete status quo would be maintained by all the contesting respondents in the meanwhile and the respondents Nos. 1 to 5 and 8 shall file written undertakings to maintain complete status quo in respect of assets, records, affairs of the Company and in other respects. For this purpose, adjourned to 18th December, 1992. Interim injunction in terms of prayer (c) shall be operative with immediate effect. 1 to 5 and 8 shall file written undertakings to maintain complete status quo in respect of assets, records, affairs of the Company and in other respects. For this purpose, adjourned to 18th December, 1992. Interim injunction in terms of prayer (c) shall be operative with immediate effect. (vi) No one shall operate any of the Bank Account of the Company without leave of the Court till the Official Liquidator takes charge. (vii) Shri Thakker submits that his clients is apprehensive in respect of likely manipulation of books of accounts, and minute books and requests that at the most the stay be restricted to Official Liquidator taking charge of properties of the Company. In other words, the petitioner applies for a direction that the Official Liquidator to take charge of books of accounts and records of the Company forthwith. The respondent No. 1 is directed to produce the current books and minutes book of the Company before the Court by 11.00 A.M. on 17th December, 1992 for the purpose of issue of directions for initialling thereof by the Associate of this Court or the Advocate for the petitioner as may be deemed fit. (viii) Undertakings given by respondents Nos. 1, 3 and 4 and 5 are accepted. Time for filing written undertaking by respondent No. 8 is extended till 28th December, 1992. In the meanwhile, oral undertaking of respondent No. 8 in the terms as given by other respondents through his learned Counsel Shri J.B. Chinoy is accepted. (ix) The learned Counsel appearing for the parties on both sides request that the hearing of Company Petition No. 353 of 1992 be postponed till 3rd week of January, 1993. Request made by the learned Counsel is granted. (x) The hearing of the Company petition for admission has not yet commenced. According to the administrative order passed by the Hon'ble Acting Chief Justice, this matter was assigned to this Court with the prefix "During the Currency of this Assignment". The Prothonotary and Senior Master is directed to place the matter before the learned Company Judge in ordinary course on 21st January, 1993. Order accordingly. *****