judgment

S.B. Sinha, J. —

1.Leave granted.

2.M/s. Shree Bhaarathi Cotton Mills Private Limited is a company registered and incorporated under the Companies Act, 1956 (For short, ‘the Act’). Out of the 2,84,000 equity shares in the company of Rs.10/- each, 2,83,999 shares are held by the first respondent and his son (appellant herein). The remaining one share is held by M/s. Visva Bharathi Textiles Private Limited, shares in which again is held equally by the first respondent and the appellant. Thus, for all intent and purport, all shares of the company are held by the appellant and the first respondent.

3.Whereas the first respondent is the Managing Director of the Company, the appellant is the Director thereof. Indisputably the parties are not on good terms.

4.Respondent No.1 filed an application purported to be under Sections 397 and 398 of the Act alleging several acts of oppression on the part of appellant herein before the Company Law Board, Additional Principal Bench, Chennai. The said application was registered as C.P. No. 2 of 2004. By reason of an order dated 16th August, 2004, the Company Law Board while opining holding there was no act of mala fide or oppression on the part