1. The Judgment of the Court was delivered by Khalid, J. - These two appeals are against the judgment of the learned Company Judge in C.P. No. 19 of 1974 and C.P. No. 8 of 1976 which were heard together, filed under S.397 and 398 of the Companies Act, 1956. In the first petition, the prayers were for removal of the present Directors and Secretary from the management of the Company, to restrain the Company by an order of injunction from effecting sale of the 53 acres of land and to appoint at least two Directors from the petitioner's group, while the prayers in the other petition, inter alia, were to remove the 2nd and 3rd respondents from the management of the Company, to direct the 2nd respondent to make good the loss illegally pocketed by him out of the sale proceeds of the 53 acres of estate and to appoint an administrator to look after the affairs of the Company. The main allegations against the respondents were (1) that 53 acres of rubber estate were sold without valid necessity (2) dividends were not declared to create a situation of inducing the minority shareholders to part with their shares (3) slaughter tapping and double tapping were resorted to unnecessarily and