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16. Senior counsel for the respondents Shri R. F. Nariman argued that in the writ filed by Malleswara, a stay has been granted by the Madras High Court. The said stay operates as a blanket stay against the entire order of the Company Law Board and as such it is right and correct that the Company Law Board should stay its present proceedings, if not at least it should desist from passing an order.

17. Shri Ashok Sen, senior advocate, appearing for respondent No. 1 submitted that even though the Company Law Board by its order dated May 28, 1993, struck the name of Malleswara from the register of members, it had rejected the prayer to dismiss the board of directors. The only oppression as complained of by the petitioners, he further stated, relates to the action taken by SSPL on the requisition notice. SSPL's demand for a copy of the authority given to the petitioner to requisition an extraordinary general meeting cannot be considered to be an act of oppression, If the Company Law Board is satisfied, the respondents are willing to concede the legality of the notice hut it is necessary to note that the order of the Company Law Board dated May 28, 1993, is in appeal before the Madras High Court. As far as the affairs of SSPL are concerned, the issue relating to closure of the factory is before the Labour Commissioner and even this closure was only because of recession in the demands for the products of the company. The closure of the factory was a prudent business decision and even assuming it is an oppression it is not an oppression against the shareholders but only against the workmen. He further stated that they have not yet retrenched any workmen. He further stated that in the Delhi High Court, Shri F. S. Nariman has conceded that no change will be brought and the Company Law Board orders would not be implemented till the appeal is disposed of and in the Madras High Court there is an interim stay pending disposal of the petition and no application has been made in that court seeking any interim order. Instead of invoking the provisions of Section 634A of the Act for enforcement of the orders of the Company Law Board, the petitioners have chosen the remedy through an extraordinary general meeting by requisition. He further argued that in case the petitioners desire to have representation on the board, they can come with a fresh application as the same does not form part of the petition. He further stated that even though the petition is under Section 397/398, no act of mismanagement more so relating to defalcation of the funds of SSPL has been alleged in the petition. According to him the proper course of action for the Company Law Board is either to dismiss the petition as not maintainable or to wait till the disposal of the appeal in the Madras High Court or at least wait till the writ filed by Malleswara in the Madras High Court is finally decided by that court.