1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY O. O. C. J. COMPANY APPLICATION NO.714 OF 2009 AND COMPANY APPLICATION NO.715 OF 2009 AND COMPANY APPLICATION NO.716 OF 2009 AND COMPANY APPLICATION NO.717 OF 2009 IN COMPANY PETITION NO.723 OF 2008 Cavendish Shipping Limited .. Petitioner. Vs. Polaris Marine Management Pvt. Ltd. ..Respondent. and Taronish Khajotia ..Applicant No.1. and Arish Khajotia ..Applicant No.2. and Zinnia Khajotia ..Applicant No.3. and Tahmineh Khajotia ..Applicant No.4. WITH COMPANY APPLICATION NO.718 OF 2008 AND COMPANY APPLICATION NO.719 OF 2009 AND COMPANY APPLICATION NO.720 OF 2009 AND COMPANY APPLICATION NO.721 OF 2009 AND 2 COMPANY APPLICATION NO.1013 OF 2009 IN COMPANY PETITION NO.724 OF 2008 Cavendish Shipping Ltd. ..Petitioner. Vs. Falcon Marine Management Private Limited and others ..Respondents. ... Mr. Janak Dwarkadas, Senior Advocate with Mr. Sharan Jagtiani, Mr. Girish Dave and Mr. Ankit Rajput i/b Dave & Girish & Co. for the Petitioner. Mr. Snehal Shah with Ms. Divya Gurbuxani i/b Duttmenon Dunmorrsett for the Applicants. .... CORAM: DR. D.Y. CHANDRACHUD, J. 17th December, 2009. P.C. : 1. The Civil Applications have been taken out for seeking the dismissal of the Company Petitions as against the Applicants to the Company Applications. These Applicants have been arrayed as party Respondents to the Company Petitions. The Company Petitions for winding up have been presented before the Court on grounds which are referable to Clauses (c), (e) and (f) of Section 433 of the Companies Act, 1956. One of the grounds, it may be noted, is that it 3 is just and equitable to wind up the First Respondent companies. According to the original Petitioner, the organization and structure of the companies is similar to a quasi partnership and that the basis and substratum of the companies has also ceased to exist. 2. The Second, Third and Fourth Respondents who have moved Company Applications 714, 715, 716 of 2009 are shareholders in the First Respondent (Polaris) in Company Petition 723 of 2008. The Second and Fourth Respondents are also directors of the First Respondent. Having regard to the parameters of the just and equitable ground as elaborated in the judgment of this Court delivered today, no case has been made out for the dismissal of the Company Petitions against the Applicants in Company Applications 714, 715 and 716 of 2009. However, counsel appearing on behalf of the original Petitioners fairly states that with respect to Company Application 717 of 2009 leave is sought to delete the Applicant Ms. Tahmineh M. Khajotia. On the request of the original Petitioner leave is granted to delete the Applicant in Company Application 717 4 of 2009 from the array of parties. Company Application 717 of 2009 is disposed of. 3. In Company Application 1013 of 2009 the Applicant Polaris Marine Management Pvt. Ltd. has been impleaded as the Second Respondent to Company Petition 724 of 2008. The Applicant is a shareholder of the First Respondent. For the reasons already indicated above, no case for the deletion of the Applicant has been made out. Company Application 1013 of 2009 is accordingly dismissed. 4. The Applicants in Company Applications 718, 719 and 720 of 2009 are impleaded as Respondents 3, 4 and 5 to the Company Petition. These Applicants are shareholders of the Second Respondent which in turn holds 50% of the equity of the First Respondent. The Third and Fifth Respondents are also directors of the First Respondent. Having regard to the organizational structure of the companies and particularly having regard to the fact that 5 winding up has been sought on the just and equitable ground, no case has been made out for striking out the names of the aforesaid Applicants. In the joint venture agreement dated 15th December, 2003 the members of the family of Mehernoosh Khajotia are confirming parties thereto. Company Applications 718, 719 and 720 of 2009 are accordingly dismissed. 5. In Company Application 721 of 2009 it has been stated before the Court that the Applicant who is original Respondent No.6 is not a shareholder of the First Respondent or of the Second Respondent. In these circumstances, on the request of Counsel appearing on behalf of the Original Petitioner leave is granted to delete the name of the Applicant from the array of parties. Company Application 721 of 2009 is accordingly disposed of. The Company Petitions are made returnable on 18th March, 2010. *****