1. Company Appeal No.222/05 is preferred by the appellants challenging the order dated 16th April 2004, passed by the Company Law Board, under Section 397 and 398 read with Section 402 of the Companies Act, for short, hereinafter referred to as the ‘Act’. The parties are referred to as they are referred to in the petition before the company Law Board.

FACTURAL MATRIX

2. The Canara Land Investments Limited is a public limited company, for short, hereinafter referred to as the ‘Company’. It was established in the year 1932. Dr. T.M.A. Pai was one of the shareholders. His brother, Tonse Upendra Pai was appointed as Manager of the Company till 1941 and then he became the Managing Director of the Company up to 1945. Though seven persons subscribed to the Memorandum of Company, at its inception Dr. T.M.A. Pai, was not one among them. Obviously, he has acquired shares after the Company was incorporated and he held majority of shares. Dr. T.M.A. Pai had sons by name Mohandas Pai, Ramdas M Pai and Ashok Pai. Mohandas Pai was in control of the Company as General Manager. Tonse Upendra Pai died in the year 1956. Dr. T.M.A. Pai died in the year 1979. After his death T. Ashok Pai, T.