CHANDRAKANTHARAJ, J. ( 1 ) THIS appeal is directed against the order made by the company judge in company petition No. 15 of 1985. The appellants were the petitioners before the company judge. The petition was made under Section 398 of the Companies Act. ( 2 ) THE petitioners pleaded inter aliamis management of the company viz. , ratna cements (yadwad) limited by its secretary. Respondent-2 is the managing director of the company. It is also pleaded that the petitioners had been wrongfully removed from the directorship. Another complaint was that the annual general meeting had not been held and despite demand, statement of accounts for the financial year ending 1983-84 were not furnished. ( 3 ) RESPONDENTS 3, 7 and 9 are the other group of share-holders who represent 50% of the share-holding in the company. The petitioners' group consists of the petitioners and respondent-8 who represent 50% of the share-holding in the company. It suffices to say that on the advice of the industrial development bank of india, which is one of the premier financial institutions of the country and which has advanced considerable amounts of assistance to the respondcnt-i company and was impleaded as respondcnt-ii subsequent to the filing of the petition, had directed that the share-holders themselves should bring certain amounts in order to get loan from it and increase production of cement. Pursuant to that, certain target appears to have been fixed for each member or member of each group to provide required additional finance through their own funds. It was on such failure to fulfil the target that it was decided to terminate their directorship at a board meeting held on 7-11-1984. It was also denied that they had not held annual general meeting nor refused to produce the statement of accounts. On the other hand, they contended that the petitioners were at all times aware of the notice of the general meeting which included the statement of accounts for the relevant period as an enclosure and they were also aware of the proceedings of the board meeting by which they were removed as directors in accordance with the earlier agreement and as such petition was frivolous with intention to create unnecessary complication with the management and as such was liable to be dismissed. ( 4 ) IN any event, though the petition wasstyled as one made under sections 397,and 398 of the Companies Act, 1956, at some stage, the petitioners-appellants before us had given up their petition in so far as it related to Section 397 of the Companies Act. ( 5 ) WE find from the order of the learnedcompany judge that all aspects have been gone into in accordance with the pleadings and all material received in the form of affidavits and enclosures of both parties. On a perusal of such material, he came to the conclusion that there was nothing wrong with the resolution of the board of directors passed at a meeting held on 7-11-1984 removing the petitioners from the directorship which later came to be affirmed at the general meeting held on 29-12-1984. In fact, it was in evidence that the petitioners had all been served with the notice of the annual general meeting together with the enclosures. It was also in evidence that the petitioners-appellants before us had indeed written soon after receiving the notice to the registrar of companies in Karnataka asking him for postponment of the general meeting and for permission to hold the said meeting in the month of january, 1987. In fact, permission was given and the same was withdrawn after rcspondcnt-2 brought to the notice of the registrar that the meeting had already been held. ( 6 ) SRI. U. l. narayana rao, learned counselfor the appellants strenuously contended that the ultimate directions given by the court were not in consonance with the findings recorded by the court. But we find it otherwise. In the first place, the petitioners-appellants have failed to establish their case of apprehension of mismanagement. In fact, the whole litigation is speculative with the object of putting obstacles in the way of management. ( 7 ) THE ultimate directions given by thelearned company judge are to be found in paragraph 23 (a) to (g ). He directed respondcnt-2 to have absolute control over the affairs of the company and also protect the interests of the public money invested in the company. He further directed to reimburse the promoters' quota contributed by the friends and relations of the petitioners-appellants and respondcnt-8 amounting to Rs. 22,17,000/ -. The promoters' quota of petitioners 1 to 4 and repondent-8 shall be subject to deduction of Rs. 10. He further directed to reimburse the promoters' quota contributed by the friends and relations of the petitioners-appellants and respondcnt-8 amounting to Rs. 22,17,000/ -. The promoters' quota of petitioners 1 to 4 and repondent-8 shall be subject to deduction of Rs. 10. 23 lakhs being amounts drawn by pctitioncr-appcllant-1 under two separate cheques for a sum of rs, 8. 5 lakhs and Rs. 1. 73 lakhs respectively which he collected but not accounted for or remitted the same to the company. According to the directions issued in the other paragraphs, each party is required to exercise his option in regard to reimbursement of the amounts contributed and until the parties exercise their options, no immovable property and machineries of the company are liable for disposal without the previous permission of the court thereby securing the interests of the public funds as well as the investment made by the petitioners- appellants. There is also Provisions made for the parties to seek further guidance and directions of this court in case any difficulty arises. ( 8 ) IN that view of the matter, we do not seeany good ground for interfering with the order of the learned company judge which has been the result of a careful consideration of the material placed before him. ( 9 ) WE have already observed that the complaint itself is frivolous and made with the objectof harassing respondents 2 to 7 particularly respondent-2 the managing director. ( 10 ) OPTIONS as required by paragraphs (c)and (e) shall be exercised within three months from today. ( 11 ) SUBJECT to the above observations, wedismiss this appeal. Appeal dismissed. --- *** --- .