JUDGMENT :- This is an application preferred under the new Ss. 397 and 398 of the Indian Companies Act, 1956 corresponding to S. 210 of the English Companies Act of 1948. The case law both under the English and Indian Sections of the Companies Act is very sparse.

2. Sri Rangaraja Talkies (Private) Limited has been incorporated under the Indian Companies Act, 1913, and is now governed by the Indian Companies Act, 1956. Its registered office is at Ammamandapam Road, Srirangam. It owns a theatre known as Sri Rangaraja Talkies. It is stated to be screening second class pictures, for profit. Out of 74 shares of Rs. 500/- each, petitioners 1 to 4 own 8 shares and the 5th petitioner has subsequent to the filing of this petition sold his 2 shares to the first respondent. Respondents 1 to 4 own 62 shares.

3. The first respondent was elected as Director on or about 31-3-1952 and as Managing Director on 6-8-1952. Respondents 2 and 3 were elected as Directors of the Company on 7-12-1952.

4. By 1954 the petitioners 1 to 4 on the one hand and respondents on the other hand fell out and the management reached an impasse.

5. Thereupon these petitioners filed O. S. No. 451 of 1954 on the file o