1. This appeal is against the order passed by the learned Company Judge holding that the petition under Sections 397 and 398 of the Companies Act, 1956 (hereinafter, referred to as “the Act”, for short) is not maintainable as the appellant do not hold 10% of the shares out of the total shares issued by the company.

2. The first respondent is a public limited company incorporated on 28.9.179, having its registered office at No.28. Sankey Road, Bangalore-560 052. The company is carrying on its business of hotel, restaurant room and lodging house keepers, licensed victuallers, wine, beer and spirit merchants, brewers, masters, distillers and manufacturers of aerated mineral and artificial waters and other drinks, purveyors caterers for public amusement and other objects as set out in the memorandum of association of the Company filed with the Registrar of Companies.

3. According to the appellants, the authorized capital of the company is Rs.8.00 crores divided into 80,00,000 shares of Rs.10/- each and the issued subscribed and paid up capital of the company is Rs.4.87 crores divided into 48,70,000 equity shares of Rs.10/-each. The appellants are the shareholders and contrib