K.Govindarajan,J.

The appellant having aggrieved by the order dated 5.7.2004, passed by the Company Law Board, (hereinafter called "CLB"), rejecting their application filed in C.A.No.62/2004 in C.P.No.8/2004, preferred the above appeal.

2. The appellant-company established a gas and naphtha fired combined cycle power generation plant at Pillaiperumalnallur in Government of Tamil Nadu. Respondents 1 and 2 are having 46% paid up capital of the Company (26% and 20% respectively). The 3rd respondent-company and the 4th respondent are holding 28% and 26% paid up capital respectively. The 5th respondent is the Managing Director of the appellant Company. Respondents 6 to 8 are Directors of the appellant-company nominated by the 3rd respondent herein. Respondents 9 and 10 are the Directors nominated by the 4th respondent herein. The financing companies, namely, I.D.B.I., and L.I.C., have nominated one Director each. They are not parties to the proceedings. Since the dispute is only between the appellant-company and respondents 1 and 2, the appellant-company has given up respondents 3 to 11, though they have been added in the appeal as respondents.

3. The appellant-company entere