1. By way of resettlement of ex service men, the Director General of Rehabilitation, authorised the petitioners, respondents 2 & 5 and one Major Nityananda Roy (since deceased) all ex service men to carry on the business of a retail outset/service station at Haldia. Accordingly, these seven ex service men incorporated M/S Veteran Company Private Limited (the Company) in January, 1974. On the recommendation of the Director General of Rehabilitation, IOC granted a licence to the company in the names of these seven ex service men to operate a petrol pump in Haldia on a piece of land leased from Calcutta Port Trust. All the 7 were the directors of the company. Disputes and differences had arisen between the petitioners on the one side and the 2^nd and 5^th respondents on the other hand resulting in filing of this petition by the petitioners alleging acts of oppression and mismanagement in the affairs of the company.

2. The case of the petitioners is : The company was originally formed/incorporated by/with seven members of whom Major Nityananda Roy died in the year 1984. The petitioners and respondents 2 & 5 were the other members. The total number of equity shares was 2717. Major Nityananda Roy held 139 shares and since he had no legal heirs those shares still continue to remain in his name. While the first petitioner and the 4^th petitioner hold 243 shares each, 2^nd & 3^rd petitioners and 2^nd and 5^th respondents hold 523 shares. Thus, the aggregate holding of the petitioners is 1 532, as against 1046 shares held by 2^nd and 5^th respondents. Their holding is only 38.5% as against the holding of the petitioners of 56%.

3. The petitioners were managing the affairs of the company till 1997. Thereafter, the respondents 2 to 5 started interfering with the affairs of the company. With a view to bring in their respective sons into the business, the respondents 2 & 5 and their sons started coming to the Petrol Pump on a regular basis and started demanding the petitioners to leave the business. Since the situation became worse, the petitioners 1, 2 & 4 lost their interest in the business temporarily and accordingly they initiated discussions with one Shri Amal Krishna Das for transfer of the shares held by these petitioners in his favour. In February 1998, the 4^th petitioner transferred his holding of 243 shares to Shri Amal Krishna Das and intimated the company of the same. However, the 2^nd respondent informed the ROC that the transfer made by the 4^th petitioner was illegal and the Auditor of (he company also informed the 4^th respondent that in a private company shares could not have been transferred in the manner it was done. Thus, the company has not registered the transfer of shares in favour of Shri Amal Krishna Das. In the meanwhile, the 2^nd and 5^th respondents represented to the petitioners 2 & 3 that since the existing directors were getting old, it would be better for the company if some fresh blood could be infused. This was clone only with a view to induct the sons of the 2^nd and 5^th respondents into the business. Without notice, knowledge, and consent of the petitioners, a special resolution was allegedly passed in a general meeting on 24.3.1998 lo replace Article 37 of the Articles of Association of the Company. The then Article 37 provided that no transfer should be made to a minor or person of unsound mind or to any person unless he is a person, who is an ex-military/retired military personnel.. This Article was replaced to provide that no transfer of shares shall be made to a minor or a person of unsound mind or to any outsider except the next generation and kith and kin of the existing directors and in case of admission of ex-military or retired military personnel, the permission of the Director General of Resettlement should be obtained. Obviously, this amendment was carried out only lo enable the company lo allot shares to the sons of the 2^nd and 5^th respondents. In fact no such meeting was ever held as is evident from the