1. The Company Petition was moved on 1-9-2009 by the petitioners constituting 16 per cent of the total number of shareholders of the Company praying inter alia the interim reliefs as prayed at para ix(i) mainly to pass an order of injunction restraining the third and fourth respondents from evicting the first respondent Company from utilising the property bearing Nos. 123 and 20 division No. 14, facing Subedhar Chatram Road and Tank Bund Road, Bangalore admeasuring 2775 sq.yards. Shri Ramprasad, learned Counsel, appearing for the respondents 4 and 9 sought 10 days time to file counter to the interim reliefs prayed by the petitioner, and counter has been filed on 15-9-2009 after serving copy on the other side. The matter was heard on 15-9-2009 at length and this bench adjourned the matter to 22-9-2009 at 2.30 PM to peruse the lease agreement dated 28-12-1977, whereat the respondents disputed the said lease agreement has not been registered and cannot be taken into consideration. The matter was heard today on the interim reliefs sought for by the petitioners.

2. Shri Senthil Kumar learned Counsel for the petitioners submitted that the Company entered into a lease Agreement dated 11-2-1974 (duly registered) with the respondent Nos. 3 and 4 who are the owners of the property for a period of 36 years from 1-10-1973 till 30-9-2009. The petitioners contended that under the said lease deed it was agreed between the parties inter alia that the Company have to construct a building on the said property and carry on the business of cinema theatre in the building so constructed and that after expiry of the lease period the building and land would go back to the owners i.e., respondents 3 and 4 herein. The learned Counsel submitted that the only business carried on by respondent No. 1 Company is the business of cinema theatre. He submitted that after execution of the above lease deed another document titled as deed of lease dated 28-12-1977 was entered into between the parties agreeing to extend the tenure of the original lease by 9 years i.e., from 1-10-2009 to 1-10-2018. The learned Counsel submitted that the respondents 3 and 4 are acting in dual capacity i.e., as the owners of the property leased to the Company and as joint managing director and director of the company respectively. They are therefore, bound by the terms of the agreement of lease dated 28-12-1977 in the interests of the Company as they hold their position in the Company as the Joint Managing Director and Director in a fiduciary capacity. While matter stood thus, the respondent Nos. 3 and 4 herein have entered a Memorandum of a Developmental Agreement dated 18-4-2005 with a third party i.e., M/s. RPS Orchid Pvt. Ltd. for developing the premises of the Company from where it is presently carrying on the present business of cinema theatre. The petitioners apprehend that since the original lease period is coming to an end on 30-9-2009, the respondent Nos. 3 and 4 being owners of the leased property may not give effect to the subsequent lease deed dated 28-12-1977 thereby the only business of the first respondent Company may come to a standstill and requested this Bench to grant interim reliefs to protect the interest of the shareholders.

3. The learned Counsel further submitted that in the Company Petition they also alleged various acts of oppression and mismanagement in the affairs of the first respondent Company and this Bench alone has jurisdiction to entertain the same. In view of the above circumstances, the learned Counsel for the petitioner requested this Bench to grant the interim relief as prayed in para ix(i) to protect the interest of the shareholders. The learned Counsel relied upon the judgment of the Madras High Court in S. Narayanan v. Century Flour Mills Ltd. [1987] 1 CLJ 25 in the matter of:

"Under section 403 of the Companies Act, 1956, the court may make any interim order which it thinks fit for regulating conduct of the company’s affairs, upon such term