This appeal is filed under Section 10-F of the Companies Act, 1956 (for short the Act) challenging order dt.30-05-2016 in C.P. No. 36 of 2014 of the Company Law Board, Chennai Bench (for short the CLB).

THE RELIEF SOUGHT IN THE C.P.

2. The said C.P. was filed by the appellants before the CLB under Sections 111A, 237, 397, 398, 402, 403, 404 and 406 of the Companies Act, 1956 and Sec.58 and 59 of the Companies Act,2013 on 30-07-2014 complaining that certain acts of respondent Nos.2 to 9 are oppressive and prejudicial to the interest of M/s. Biological E. Limited (1st respondent) (hereinafter referred to as the Company); for a direction to supersede the Board of Directors of the said Company by appointing an Administrator and/or Special Officer to take over its management and affairs, as well as its assets and properties; alternatively to constitute a Committee consisting of representatives of the appellants to function as such Administrator and/or Special Officer; to declare as illegal, null and void, the Board Meetings of the Company held on 09-04-2013, 10-04-2013 and 11-04-2013; to remove respondent Nos.2 to 5 as Directors of the said Company and set aside all Form Nos.32 filed for appointment as Directors/Managing Director/Whole Time Director as null and void; to declare the transmission of 4,00,961 equity shares held by late Dr. Vijay Kumar Datla to the 2nd respondent as illegal, null and void and consequently rectify the Register of Members by ordering transmission of those shares to appellant No.1; to declare that respondent Nos.6 and 7 are not shareholders/members of the Company and consequently rectify the Register of Members of the Company by deleting their names; to restrain respondent Nos.2 to 9 from permanently dealing with the properties of the Company in any manner whatsoever; to declare that respondent Nos.2 to 9 are jointly and severally liable for all damage caused to the Company and to the appellant No.1 as may be determined by an independent Auditor appointed by the CLB; to direct the cancellation and setting aside of all Forms, documents, returns filed by respondent Nos.2 to 7 on behalf of the Company with/before any Government authorities on or after 20-03-2013; to declare Resolutions passed at the Annual General Meeting of the Company held on 18-12-2013 as null and void and set aside the Forms filed by respondents with regard to the resolutions passed at the said Meeting; to declare the Board Meeting allegedly held on or after 20-03-2013 as null and void and set aside all resolutions allegedly passed at the said Meeting; for grant of appropriate relief under and in accordance with Section 402 of the Act; and to frame a scheme for management and control of the affairs of the Company and running its operations. Certain interim relief’s were also sought for.

3. The genesis of this litigation is disputes between the appellant No.1 on one hand and her 3 daughters, who are respondent Nos.2 to 4 herein, which arose after the death of late Dr. Vijay Kumar Datla, husband of appellant no.1 and father of respondent Nos. 2-4 on 20-3-2013.

THE PARTIES TO THE APPEAL

4. Respondent No.6 is the husband of respondent No.3 and respondent No.7 is the husband of respondent No.4.

5. The respondent No.5, G.V. Rao, according to the appellants, was a Director of the Company till 06-04-2013 and he had resigned from the said post on 06-04-2013. This is disputed by the respondents who contend that on 09-04-2013, he withdrew his resignation and continued as a member of the Board of Directors. He died pending the C.P.

6. Respondent Nos.8 and 9 are Private Limited Companies incorporated on 07-02-2014 and 20-05-2014 and are promoted and managed by respondent Nos.2 to 4.

The facts leading to the litigation/ contentions of both parties in the C.P. in brief

7. The respondent No.1 Company is a closely held Public Limited Company which was