Arali Nagaraj,J.

This Company Appeal is filed under section 10F of the Companies Act 1956 (herein after referred to as “The Act”) by the appellant Nos. 1 and 2. aggrieved by the order dated 12.05.2006 passed by the Company Law Board, Additional Principal Bench, Chennai (herein after referred to as “CLB”) in C.P.N 0.11/06 praying this court to set aside the direction in the said order that the appellants shall sell their shareholding in the first respondent company (herein referred to as JV Co.,) to second respondent company namely General Electric Pacific (Mauritius) Limited to direct the second respondent and its nominees to sell their shareholdings in N Co. to the appellants at the value to be determined by MIs. Price Waterhouse Coopers, /Chartered Accountants.

2. Brief facts that are necessary for the disposal of this appeal are as under:

(a) Appellant No.1 namely Namtech Consultants Private Limited is a company incorporated under the Act. Appellant No.2 namely K.P.P.Nambiar being a nominee of the first appellant has been a shareholder of the first respondent company namely GE Thermometries India Private Limited which was originally incorporated under the Act in the year 1993 as a Private Limited Company under the name and style “Bowthorpe Thermometrix (India) Pvt. Ltd” with its registered office at Bangalore with the objective of manufacturing and marketing of sensors including all type of Termistors, Thermistors Probes and Thermistors Electronics. This first respondent company has been a Joint Venture Company and hereinafter, it is referred as “JV Co”.

(b) The first appellant company and its nominees hold 26% of the issued, subscribed and paid up share capital of first respondent JV Co., and the balance 74% thereof are held by the second respondent company namely GE Pacific (Mauritius) Ltd. This 2nd respondent is a subsidiary company of the third respondent namely General Electronic Company (GE Co. for short). The Board of directors (BOD for short) consists of eight directors. The first appellant company has right to nominate 2 directors and the second respondent has right to nominate 6 directors to the Board of Directors of N Company as provided under its Articles of Association (herein after referred to as “AoA”). The second respondent company has nominated respondent Nos.6 to 11 and the first appellant company has nominated second appellant as the director. Respondent No.12 namely Mr.Padman.GNambiar has been nominated by first appellant of the JV Co. He holds 10 equity shares in it and he was one of the initial subscribers to the Memorandum and Articles of Association of JV Company.

(c) The Second respondent company has been incorporated under the laws of Mauritius and it is a subsidiary company of the third respondent company namelyGECo. During the year2001, this GE Co., acquired the 74% of shareholdings of N Co., which were held by Bowthorpe B. V Netherland (which was by then renamed as Spirent PIe). The fourth respondent is the Vice Chairman of the third respondent company GE Co., and fifth respondent is one of its officers. Respondents Nos.6 to 11 are full time employees of the GE Company.

“(d) Respondent No.12, the Managing Director of N Co., along with the first appellant company, filed Company Petition No.11/06 before the CLB under sections 397,398,399,402,403 and 406 of the Act against all the respondents herein seeking against them several reliefs of declarations that the acts of the second respondent company and its nominee directors i.e., respondent Nos. 6 to 11, as alleged in the petition, are prejudicial to the interests of N Co., and are oppressive against the petitioners and that the resolution Nos.82 to 84 passed by the BOD of the N Co., in its meeting held on 23.12.2005 are illegal, inoperative, null and void and not binding on the N Co., and violative of its AoA and also of the relevant provisions of the act oppressive to the petitioners (appellants) etc., and also seeking the relief of injunctio