1. The petitioners together holding 30% of the issued and paid up capital of M/s Creative -Port Development Private Limited ("the Company), reportedly aggrieved in the affairs of the Company at the hands of the respondents 2 to 5, on account of (a) transfer of interest and rights over the Machilipatnam Port Project to third party, thereby depriving the Company of the business opportunities and profits; ( b) failure and refusal to provide funds in a timely manner for development of the Subarn arekha Port Project, in gross violation of the terms and conditions, as agreed in the Investment Agreement 26.05.2006; (c) illegal closure of the registered office of the Company; (d) refusal for shifting of the registered office of the Company; (e) freezing of operation of the bank accounts of the Company; (f) forcing the petitioners to fund the Company from their own sources by mortgaging personal assets; (g) preventing the Company from pursuing its lawful object and carrying out profitable projects by withholding funds contrary to the Investment Agreement, etc., have invoked the equitable jurisdiction of the Company Law Board under sections 397, 398 and 402 of the Companies Act, 1956 ("the Act"), seeking the following, among other, reliefs:-

(a)to declare that acts of the respondents 2 to 5 as oppressive to the shareholders of the Company and constitute acts of mismanagement and to put an end to such acts;

(b) to direct the second respondent to transfer its investments and shares in the Company to the petitioners at the price already agreed to by the respondents;

(c)to remove the respondents 3 to 5 from the office of director and appoint such other person or persons as this Board may deem fit;

(d)to direct the respondents 2 to 5 to compensate the Company for the losses caused due to their acts of oppression and mismanagement in the affairs of J the Company; and

(e)to restrain the respondents 2 to 6, their men, agents, and other group companies from in any manner dealing with the Consortium partners of the Company;

2. The facts in brief, leading to the instant litigation, as set out in the Company Petition are that the petitioners, being professionals, promoted the first respondent Company, subscribing to memorandum and articles of its association with 100%. of shares held by them for development of inter -alia sea ports. By virtue of an Investment agreement, 70% of shares of the Company was issued to the second respondent, a wholly owned subsidiary of the sixth respondent (SREI), on the understanding that the second respondent being an investor shall meet the entire funding requirements towards implementation of the port projects undertaken by the Company. The Government of Andhra Pradesh awarded a port project at Machilipatnam (AP) in favour of a 'Consortium' consisting of Maytas Infra Limited (Maytas) Nagarjuna Company Limited (NCC), SREI and Sarat Chatterjee & Co. (VSP) Private Limited (SARAT) in view of the technical competence of the petitioners and on the written assurances given to the Andhra Pradesh Government by SREI to invest its share (38%) in the Machilipatnam Port Project through the Company. According to the petitioners, SREI not only committed breach of its commitments, but also parted its interest in the Machilipatnam Port Project in favour of Maytas and NCC combine, thereby making personal gains, at the cost of the Company, without the knowledge and consent of the petitioners, whereas, 'the respondents are contending that the petitioners or the Company, jointly promoted by the petitioners and SREI Group, have no stake or interest in the Machilipatnam Port-Project. SREI is neither a shareholder nor a director of the Company. The petitioners cannot raise any plea of oppression on account of the Machilipatnam Port Project. The yet another major issue, being the failure on the part of the second respondent to fund the Subernarekha Port Project of the Company, in gross violation of the Investment Agreement, which ultimately l