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1. The first respondent company is a private limited company incorporated under the provisions of the Indian Companies Act, 1913. Respondents Nos. 2 to 6 are brothers and son of one Balaswamy Naidu. The petitioners are the sons of late Guruviah Naidu. Guruviah Naidu and Balaswamy Naidu are brothers. The capital of the company is Rs. 1 lakh divided into 100 shares of Rs. 1,000 each. The amount of capital paid up or credited as paid up is Rs. 50,000 made up of 50 shares of Rs. 1,000 each.

2. The petitioners, who are the sons of Guruviah Naidu, have filed this petition under sections 397 and 398 of the Companies Act, 1956. The petitioners herein are the shareholders of the first respondent company holding between themselves 25 fully paid-up shares of Rs. 1,000 each out of the total issued and subscribed and paid-up capital of 50 shares of Rs. 50,000 each. They have been holding these shares ever since 1967. The petitioners thus held 50 per cent. of the issued capital of the company and as such they are entitled to invoke section 399 of the Companies Act, 1956, for relief under sections 397 and 398 of the Act. The company constructed a theatre known as Carnatic Talkies situated in Big Bazaar Street, Coimbatore, which is the subject-matter of the present proceedings. The company has been carrying on only the business of exhibiting motion pictures in the said theatre. As stated above, the petitioners' father, V. Guruviah Naidu, became the holder of 25 shares on and from April 27, 1951, and the remaining shares came to be held by his brother, V. Baluswamy Naidu. The late V. Guruviah Naidu was functioning as the managing director of the company from April 27, 1951, till June, 1962, while the late V. Baluswamy Naidu was the only other director of the company throughout the said period and he was acting as the managing director till his death. Subsequent to the death of Baluswamy Naidu, Guruviah Naidu was acting as the managing director of the company till his death on January 10, 1970. The 25 shares which were held by Baluswamy Naidu which were held in the name of a firm, V. Baluswamy Naidu and Sons, and registered as such in the share register of the company transmitted into the following names of his six sons in or about 1967 :