1. The present Company Petition. has been filed under Section 235, 237, 397/398 and 403 read with Schedule XI of the Companies Act, 1956 by the Petitioners before this Bench alleging certain acts of oppression and mis-management in the affairs on M/s. Shashi Distilleries Private Limited (the "Company") and others and sought relief as prayed in Para VII of the Petition.

2. Shri R. Venkamavardhan, learned Counsel for the Petitioners in .support of his Petition submitted the brief facts of the present petition. He submitted that that the 1^st Respondent Company was promoted by the Petitioners and incorporated on 09.12.1983 mainly inter-alia to carry on the business of manufacturing and bottling of liquors of all types and also for taking over the business of the partnership firm M/s. Shashi Distilleries. The Petitioners were the only signatories to the Memorandum of Association and were allotted 5 shares of Rs.1000/- each. Even at the time when the Company was incorporated the Petitioners had been carrying on a parallel business under the partnership firm by name and tyle M/s. Shashi Distilleries which had its office at Bangalore. After incorporation, there were some difficulties in transferring the manufacturing licence of the firm and therefore the Petitioners did not bother about the affairs of the Company. The 2^nd Petitioner had left the country in 1997 to pursue his own business abroad. Therefore, after incorporation, no business could be carried on and the Company remained dormant. While matters stood thus, the 4^th Respondent Mr. M. Ganesan, a close friend of the Petitioners was entrusted with the affairs of the Company and also to comply with the filing of statutory formalities. As per Clause 14 of the Articles of Association of the Company, the Petitioners are the life-time Directors. Therefore, the Petitioners alone formed the Board of Directors of the Company. The 4^th Respondent in whom the Petitioners had full crust and confidence had in turn handed over all the papers to the 2^nd Respondent and requested him to comply with the statutory formalities to file necessary forms and take all the steps for such compliances. This practice was adopted since the 2^nd Respondent was stationed at Bangalore and the 4^th Respondent had shifted his base to Pondicherry. The 2^nd Respondent who happens to be the cousin of Respondent No. 4 was requested to ensure that the statutory compliances are done without any default. The 2^nd Respondent had exploited the situation and proceeded to initiate several measures/steps by which he made it appear as if the Petitioners were no more Directors of the Company and also appointed himself and others as Directors of the Company. The following are the fraudulent measures, initiated by the Respondents:-

i. In the year 1999, the 2^nd Respondent had proceeded to file Form No.32 with the Registrar of Companies at Bangalore reflecting the appointment of R2 to R4 as Directors of the Company. The said form has been filed under the forged signatures of the 2^nd Petitioner. The 2^nd Petitioner at that point of time has admittedly moved out of the country in the year 1997 itself. The passport endorsement of the 2^nd Petitioner would prove his absence from the country. After the appointment as Directors the 2^nd and 3^rd Respondents have taken over the entire affairs . f the Company including control of its Registered Office.

ii. From 1999 onwards, the 2^nd and 3^rd Respondents appear to have forged/fabricated the documents to be filed with the Registrar of Companies at Bangalore;

iii. Prior to the dissolution of the partnership, it was clearly agreed between the Petitioners, the 4^th and 2^nd Respondents that the licence held by the firm would be transferred to the Company. The Petitioners retired from the partnership on receiving consideration and on a clear understanding that the licence would be transferred to the Company which will ultimately controlled and run by the Petitioners. The licence had been transferred in