Court dismisses winding up petition, directs share allotment and registered post notices.

The Court found that none of the issues raised by the petitioners justified winding up the company or constituted oppression and mismanagement. The respondents were directed to allot 2000 preference shares to the petitioners' group and to send all future notices by registered post.

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Issues Involved:
1. Non-registration of shares
2. Delisting of shares
3. Exorbitant expenses and personal expenses charged to the company's account
4. Allotment of preference shares
5. Exclusion of petitioners from management
6. Non-sending of notices and balance sheets
7. Leasing of lands

Detailed Analysis:

1. Non-registration of Shares:
The Company Law Board noted that the respondents assured the registration of shares would be done expeditiously upon fulfilling legal requirements. Consequently, this issue was deemed resolved and did not survive for further consideration.

2. Delisting of Shares:
The petitioners argued that delisting the company's shares from the stock exchange deprived them of the ability to trade their shares. The Company Law Board acknowledged this concern but did not find fault with the respondents' actions. Thus, this issue was not considered a ground for winding up the company.

3. Exorbitant Expenses and Personal Expenses Charged to the Company's Account:
The Company Law Board found that while the expenses appeared high, there was no evidence to prove that these expenses were incurred for personal use by the respondents. Therefore, this issue did not constitute a ground for winding up the company.

4. Allotment of Preference Shares:
The petitioners claimed that the allotment of 2000 preference shares to respondents 8 and 9 was done without proper notice and was intended to benefit the respondents' group. The respondents countered that the allotment was necessary to comply with statutory requirements to maintain the company's status as a public limited company. The Court found that the allotment did not adversely affect the voting rights of the petitioners and was done to prevent the company from becoming defunct. The Court also noted that the company was willing to allot an equal number of preference shares to the petitioners. Thus, this issue did not justify winding up the company or constitute oppression.

5. Exclusion of Petitioners from Management:
The petitioners contended that their exclusion from the Board of Directors was an act of oppression. The respondents argued that the removal of the petitioners from directorship was in accordance with corporate democracy and the petitioners failed to secure the requisite votes. The Court held that exclusion from management, in this case, did not constitute oppression or a just and equitable ground for winding up the company. The decision to elect directors lies with the shareholders, and the petitioners' failure to get elected did not amount to oppression.

6. Non-sending of Notices and Balance Sheets:
The petitioners alleged that they did not receive notices for meetings and balance sheets. The respondents explained that due to the close relationship among the parties and their residence in the same town, notices were usually handed over without formal acknowledgment. The Court found this explanation plausible and noted that the company had consistently declared dividends, which the petitioners received. The Court directed the company to send all future notices and communications by registered post to avoid such issues.

7. Leasing of Lands:
The petitioners argued that the company leased its lands at nominal rents to entities controlled by the respondents, which was detrimental to the company's interests. The respondents countered that these leases were executed when the petitioners were also in management and were aware of the terms. The Court found that the leases were executed with the knowledge and participation of the petitioners and were not clandestine. The leases were not deemed oppressive or mismanagement.

Conclusion:
The Court concluded that none of the issues raised by the petitioners constituted a just and equitable ground for winding up the company or amounted to oppression and mismanagement. The Court set aside the Company Law Board's order and directed the respondents to allot 2000 preference shares to the petitioners' group and to send all future notices by registered post.

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