JUDGMENT :

K.R.SHRIRAM, C.J.

This is an appeal filed under Section 10F of the Companies Act, 1956 (the Act) assailing an order passed by the Company Law Board on 01.01.2001.

2. The substantial questions of law proposed read as under:

Whether the order appealed against in C.P.No.81 of 1998 is barred by the principle of res judicata for the following reasons, namely,

(a) The genuineness of the allotment of shares in 1979 was not in fact in issue in C.P.No.49 of 1987; and

(b) The genuineness of the 1979 allotment have been made a ground of attack in C.P.No.49 of 1987.”

3. Appellant held 34% of paid-up share capital of respondent-1 Sovereign Dairy Industries Ltd. and had filed a petition under Section 397/398 of the Act alleging various acts of oppression in the affairs of the company. Respondent No.2 is the brother of appellant and others were either shareholders or purchasers of properties of the company. The dispute primarily is between two siblings, appellant and respondent No.2.

4. The company was incorporated in July 1974 with the main object of carrying on all kinds of dairy business. Company ceased to carry on any business or commercial activities since 1979. The Company had neither fi