THANGAMANI J.

The appellants claim to be the managing director and director respectively of Senka Carbon P. Ltd., the second respondent herein. Some of the shareholders of the company entertained a grievance against them that from its very inception, the financial affairs of the company have been grossly mismanaged and the second appellant has made personal gain at the cost of the company and its shareholders. The entire action on the part of the appellants are mala fide, a gross abuse of power, inequitous and motivated to exclude the majority shareholders and unjustly enrich themselves. Both have connived together in managing the affairs of the company in such a manner so as to make vast secret profits. Thereupon, the present first respondent, Shree Consultations and Services P. Ltd., came forward with Company Petition No. 59 of 1992 before the Company Law Board, Principal Bench, New Delhi, seeking a declaration that the appellants have ceased to be directors of the company, appointment of some fit and proper person as administrator of the company in the place of the board of directors, rendition of accounts by the appellants and other appropriate reliefs including suit