1. The petitioner claiming 34.68 per cent of the paid up capital of M/s. Legend Technologies (India) Private Limited ("the Company") aggrieved on account of certain acts of oppression and mismanagement in the affairs of the Company, has invoked the jurisdiction of the Company Law Board under sections 397, 398, 402 and 403 of the Act, claiming the following reliefs :

(i)to declare that the Company is quasi-partnership, with a right to participate in the management of the Company;

(ii)to declare that the resolution passed at the extraordinary general meeting held on 30-1-2006, removing the petitioner from the office of director is illegal, mala fide and oppressive and quash the same;

(iii)to declare that the fourth respondent is not a director appointed at the board meeting held on 12-1-2006;

(iv)declare that Form No. 32 filed with the Registrar of Companies in January, 2006 by the Company is null and void;

(v)to declare that the circular resolution passed on 16-12-2005, authorising the second respondent as the sole authority to operate the fifth respondent bank account as null and void, illegal, mala fide and oppressive and quash the same;

(vi)to order investigation or inspection into the affairs of the Company, fixing responsibilities for various acts of mismanagement by the second respondent and order restoration of all funds received and used by the second respondent and/or his agents, not relating to the business of the Company;

(vii)to remove the second respondent from the office of director of the Company for having indulged in acts of oppression and mismanagement;

(viii)to direct the Company to buy back shares of second respondent at a fair value to be determined by the Company Law Board and consequently order reduction of the share capital of the Company;

(ix)to order initiation of suitable action under section 408 of the Act for breach of trust, misfeasance, misappropriation, frauds, falsification, fraudulent conduct of business of the Company by the respondents 2 to 4;

(x)to declare that the transfer of 28,500 shares from the petitioner in favour of second respondent as approved at the board meeting held on 12-1-2006, is null and void, illegal, mala fide and oppressive and quash the same;

(xi)to declare that the transfer of 15000 shares from Shri M. Jeetendra Reddy (MJR) in favour of the second respondent as approved at the board meeting held on 28-1-2005, is null and void, illegal, mala fide and oppressive and quash the same as claimed in C.A. No. 108 of 2007; and

(xii)to grant costs of this petition;

2. Shri M.S. Sivasankaran, learned Authorised Representative of the petitioner, while initiating his arguments submitted :

uThe petitioner and the second respondent, being technocrats, had initially commenced in May 1992 the business of designing and assembling aerospace vehicles, by formation of a partnership firm at Mysore under the name and style of M/s. Legend Designers, admitting their spouse as partners and sharing the profits of the firm equally. The Company came to be incorporated in May 1998 at Bangalore, expanding the activities of the partnership firm, by the petitioner and the second respondent, each subscribing to 50 per cent of the capital of the Company and becoming the first directors. The Company in substance is a quasi-partnership formed as a family concern by the petitioner and the second respondent on equal ownership basis and on the basis of mutual trust and confidence. The relationship between the parties is that of partners with both members taking an active role in the management and control of the Company. While the petitioner looked after the firm, the affairs of the Company are being taken care by the second respondent.

uThe partnership firm was doing business in aerospace on the lines of the Company, which is reflected in copies of the purchase orders placed by Hindustan Aeronautics Limited (HAL) with the firm during the years 2003 to 2005. The second respondent was obtaining orders for the firm from