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Issues Involved:
1. Whether the company's affairs are being conducted in a manner oppressive to any member or members, or in a manner prejudicial to the interests of the company. 2. Whether the facts justify the making of a winding-up order on the ground that it is just and equitable to wind up the company. 3. The relief, if any, to which the petitioners are entitled. Detailed Analysis: Issue 1: Oppression and Prejudice in Company Affairs The petitioners alleged that the company's affairs were being conducted oppressively and prejudicially. They claimed that respondent No. 4 should be removed from managership and that all members of the company should constitute the board of directors. Alternatively, they suggested equal representation of two sets of brothers on the board and joint management on equal terms. The petitioners contended that the income and funds of the company were being misappropriated by respondents Nos. 3 and 4, and that no balance-sheets were provided for several years. They also alleged that the hotel was not paying rent for the premises it occupied and that the rewritten accounts and audit reports were kept from them. The respondents denied these allegations, stating that the petitioners never raised objections about the board's composition initially and that the accounts were regularly maintained after respondent No. 4 took over as manager. They also contended that the petitioners were allowed to inspect the books and that any unpaid rent was adjusted against amounts due from the petitioners for board and lodging. The court found that the petitioners had not substantiated their allegations of oppression. The agreement and articles of association, which the petitioners signed, stipulated that the company would have only two directors, and the petitioners had agreed to this arrangement. The court noted that no significant evidence was provided to prove misappropriation of funds or the deliberate exclusion of the petitioners from dividends. The court also observed that the company had been maintaining regular accounts and declared dividends in recent years, indicating no ongoing oppressive conduct. Issue 2: Just and Equitable Grounds for Winding Up The petitioners argued that the company should be wound up on just and equitable grounds due to the alleged mismanagement and oppression. However, the court held that the petitioners failed to demonstrate a justifiable lack of confidence in the company's management. The court emphasized that the lack of confidence must be grounded on conduct related to the company's business and not merely on dissatisfaction from being outvoted. The court referred to precedents, including *Loch v. John Blackwood Ltd.* and *Rajahmundry Electric Supply Corporation Ltd. v. A. Nageswara Rao*, to illustrate that mere misconduct or past misappropriation by directors does not justify winding up unless it is shown that such conduct continues to affect the company's operations detrimentally. The court found no evidence of misconduct in recent years and concluded that the petitioners had not met the conditions required for a winding-up order. Issue 3: Relief Entitlement Given the findings on the first two issues, the court determined that the petitioners were not entitled to any relief. The court dismissed the petition, noting that the requirements under section 397 of the Companies Act were not satisfied. Although section 398 was referenced, its requirements were not met, and this provision was not seriously pressed during arguments. The court also saw no grounds for the removal of respondent No. 4 as the manager. In conclusion, the court dismissed the petition without awarding costs against the petitioners, considering the dispute was between brothers.
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