N. Kumar, J.—These two appeals arise out of the order passed by the Company Law Board, Additional Principal Bench, Chennai (Kobian Pte Ltd. v. Kobian India P. Ltd. [2005] 126 Comp Cas 675 ) under Section 402 of the Companies Act, 1956.

2. For the purpose of convenience, the parties are referred to as they are referred to in the proceedings before the Company Law Board.

3. The Petitioner M/s. Kobian Pte Ltd., is a body corporate incorporated in Singapore owning the brand name "Kobian" and "Mercury". It is engaged in the manufacture of mother-boards and other accessories used in computer hardware. It has introduced several products all over the world including India. Kobian ECS India P. Ltd., an associate company of the Petitioner is manufacturing "Mercury" brand mother-boards and other computer accessories in India.

4. The case of the Petitioner is that it employed the second Respondent, Sunil Sharma in order to set up a subsidiary company in India for the purpose of servicing its products and of its other associates. Accordingly, the company was incorporated with an authorised share capital of Rs. 30,00,000 divided into 3,00,000 equity shares of Rs. 10 each. The second Respond