1. The substantive allegations in this petition filed under sections 397 and 398 of the Companies Act, 1956 ("the Act") in relation to the affairs of M/s. ACE Rubber and Allied Products Private Limited ("the Company") are that the petitioners’ group has been excluded from the management of the Company in spite of having been a part of the management since the inception of the Company; that the second respondent has not been convening and holding general or annual general or Board meetings nor issuing notices to such meetings; that the second respondent failed to render accounts of the Company, settle the dues of the financial institutions out of the sale proceeds of the assets of the Company; and improperly managed the affairs of the Company in gross violation of the statutory requirements.

2. Shri Srinivasan Ramaswamy, Practising Chartered Accountant, while initiating his arguments submitted that the Company was incorporated in September, 1983 with the main object to carry on the business of manufacturers and sellers of rubber and allied products. The petitioner’s father and the second respondent’s father are promoters of the Company. The authorised capital of the Company is R