( 1 ) THE petition is laid under sections 397 to 399 of the Indian Companies act, 1956. It has been orbiting for over a decade. Final curtain was laid by this Court by hearing the matter on day to day basis. Voluminous documentary evidence and enormous oral evidence was pressed into service. The following reliefs were claimed in the Company Petition: (i) Declare the induction of the Respondent no. 7 as additional Director on to the board purported to have been made at the Board meeting held on 15-1-87 as void and illegal and injunct the said respondent No. 7 from exercising any power or authority as a Director of the respondent No. 1 company. (ii) Declare that there was no Annual general Meetings held on 18-12-85 or 18-10-86 and the Board Meeting held on 9-11-85, 11-11-185 and 20-8-86, 20-9-86, if there were any such meeting or meetings and that each of the said meetings are illegal and the resolution if any passed thereat are void and inoperative. (iii) Declare that the purported allotment of further/fresh shares in the year 1985 of 1986 if any, by the Board of the respondent No. 1 is void, illegal and to injunct the Respondent Nos. 2 and 3 as secretary and Managing Director from permitting any rights of such allottee shareholders under such further/fresh allotment including the voting right in respect of such further/fresh allotted shares (iv) Declare that the Respondent No. 3 is not the Managing Director of the company and/or in the alternate to terminate his appointment as Managing director on the ground that he has shown himself to be unfit to be entrusted with the management of the company. (v) Declare that the Respondent No. 2 is not the Secretary of the Company and in alternate to terminate his appointment as the Secretary on the ground that he has shown himself to be unfit to be entrusted with such functions. (vi) Restrain the Respondent Nos. 2 and 3 i. e. , Secretary and Managing Director by an injunction from giving effect to any resolutions of the Board of the company at the meeting purportedly to have been held on 11-11-85 and restrain respondent No. 3 from acting pursuant to the power of Attorney said to have been executed in his favour based on the said illegal resolution dated 11-11-85. (vii) Give appropriate directions for the convening of the Annual General meetings of the Company for the year ended March, 1985 and March, 1986 after due notice, and in accordance with the provisions of the Act so that the shareholders of the company may consider and transact such business as may be permitted by law to be transacted at that meeting including the appointment or reappointment or removal of the Directors. (viii) Appoint a special officer or officers to take charge of the business and affairs of the company and to arrange for running the same till the Board is duly reconstituted. (ix) A scheme be framed by this Court for administration of the company with proportionate representation of the petitioners on the Board in the alternate the special officer be directed to convene and hold and conduct an extraordinary general meeting of the company for the purpose of appointment of Directors. (x) Give such other directions as this honourable Court may deem necessary to put an end to the matters of the mismanagement and oppression referred above and to ensure the appropriate conduct of the affairs of the company in accordance with the understanding of the joint participation and management of the affairs of the respondent No. 1 and the foreign joint venture company and in accordance with the provisions of the Act and the articles of Association of the respondent No. 1 company. Pleadings and Counter Pleadings :

( 2 ) THE averments in support of the petition can be narrated in nut-shell for proper appreciation of the case : the Deccan Enterprises Private Limited (D. E. P. L.) is the 1st respondent Company (for short r1 ) was incorporated on 15-4-1966 vmder the provisions of the Companies Act with Registered