ABDUL HADI J.

These two appeals are directed against the order dated April 26, 1983, in C. P. No. 18 of 1979. While O. S. A. No. 61 of 1983 has been preferred by the sixth respondent in C. P. No. 18 of 1979, O. S. A. No. 39 of 1984 is at the instance of respondents Nos. 1, 2, 4 and 5 therein. The petitioners in C. P. No. 18 of 1979 figure as respondents Nos. 6 and 7 in O. S. A. No. 61 of 1983 and as respondents Nos. 1 and 2 in O. S. A. No. 39 of 1984. In the course of this judgment, the parties will be referred to according to their array in the said company petition. The petitioners filed C. P. No. 18 of 1979 under sections 397 and 398 of the Companies Act, 1956 (hereinafter referred to as "the Act"), alleging oppression and mismanagement and praying for a declaration that respondents Nos. 2, 4 and 5 (appellants Nos. 2 to 4 in O. S. No. 39 of 1984) in C. P. No. 18 of 1979 are not shareholders or directors of the first respondent company, that the second respondent is not the managing director thereof and that the purported transfer of the two buses, MDE 5902 and MDH 2209, belonging to the company with their respective route permits to the sixth respondent (appellant in O. S. A. No. 61 of 1983) is illegal and for a direction to the sixth respondent to redeliver the same to the first respondent company and for the appointment of an administrator to carry on the business of the company. The grounds on which C. P. No. 18 of 1979 was resisted by the appellants need not be set out in extenso and it would suffice to refer to the same in the course of this judgment, while dealing with the contentions of the parties urged in these appeals.

On a consideration of the materials placed before the court, the learned company judge found, inter alia, that though the records of the company prior to May 20, 1978, were in the possession of respondents Nos. 2 and 3, they had suppressed them, that the alleged sale of the two buses and the route permits belonging to the company to the sixth respondent is no transfer at all and that there is a total absence of evidence regarding the manner in which the third respondent was appointed as managing director of the company and in fact there is no director at all for the company. On the aforesaid findings, the learned company judge granted the reliefs prayed for in C. P. No. 18 of 1979 and that is how these appeals have arisen.We may now proceed to make a brief reference to the undisputed facts and findings recorded by the company judge. The first respondent company was incorporated on February 13, 1967, and its original shareholders and directors were the first petitioner, the third respondent and two others, who left the company shortly after incorporation, transferring their shares to the second petitioner. Thereafter, there were only three shareholders, viz., the two petitioners and the third respondent and all the three of them were directors of the company. As per the articles of association of the company, the term of office of the directors of the company is three years and of the managing director five years. The two buses along with their route permits were virtually the only assets of the company. Even as indicated by its name, the company was founded by drivers and conductors and the second respondent is a money-lender carrying on his business with his son-in-law, the fourth respondent, in hire-purchase agreements on motor vehicles, etc., for the purpose of securing the advances made. The fifth respondent is the son of the second respondent and the sixth respondent is his brother's son. The first petitioner filed C. P. No. 8 of 1976 in this court for winding up the company on the ground that it is just and equitable to do so. By an order dated April 22, 1977, in C. A. No. 102 of 1976, this court directed the Official Receiver, Erode, to take possession of the two buses belonging to the company and run them. On November 17, 1977, this court, by its order, dismissed C. P. No. 8 of 197