( 1 ) PETITIONERS seek rectification of the Register of Members of the 1st respondent-Company (referred as 'the Company'), with a declaration that 21 persons named in the petition are members of the Company with their respective share-holding as shown therein. It is stated in the petition that the nominal issued subscribed and paid up capital of the company is Rs. 10 lakhs divided into 10,000 equity shares of Rs. 100/ -. The main object of the company is to construct theatre/cinema hall, business complex, auditorium and exhibit cinematograph films. The 2nd respondent who owns lands in Sy. No. 68/4 and 68/5 of Nagasctty village (which is part of Bangalore city and the area is developing into a good residential locality and is known as Rajmahal vilas Extension, II stage); the 2nd respondent obtained 'no objection certificate' in the year 1978 to set up a cinema theatre and obtained the building plan sanctioned; and to further his objectives, he floated the company with the help of k. N. Scshadri. The company was incorporated in the year 1978. K. N. Seshadri and the 2nd respondent were the first Directors and they are to hold office for life and to act as Managing Direc