( 1 ) PETITIONER No. 1, Suessen Textile Bearings Limited (for short the Company ) is a public company incorporated under the Companies Act 1956 (for short the Act ). Manherlal Dwarkadas Mehta, Suresh Manherlal Mehta and Chempaklal Jivraj Mehta, petitioners 2 to 4, are some of its present directors. The Company manufactures textile equipment. For its business it took loans and arranged credit facilities, which were provided, inter alia, by the Gujarat State Financial Corporation, Bank of India and Central Bank of India to the tune of Rs. 42. 5 lakhs to Rs. 95. 85 lakhs during the relevant years, i. e. year ending 30/9/1965 upto 30/9/1971. While allowing these loan and credit facilities these financial institutions insisted on personal guarantees and the personal guarantees were furnished by petitioners 2 to 4 and Hansmukhlal Gordhandas Dalal and Shantilal Jivraj Mehta, respondents 3 and 4 herein.

( 2 ) ON February 24. 1965 the Board of Directors of the Company adopted a resolution authorising the payment of guarantee commission to the persons who had stood surety for the loans and credit facilities advanced to the Company by the financial institutions (but excludin