The appeal challenges an order passed by Company Law Board ('CLB') rejecting a petition of the Appellants under Sections 397 and 398 of the Companies Act, 1956 (‘the Act’).

2. The Appellants between them claim to hold about 46.71% share of the first Respondent company. The first Respondent company is claimed to be in the nature of a quasi-partnership. The grievance of the Appellants in the petition is this: The predecessor of Appellant Nos.3 to 7, late Shankarrao Mahadeo Bidkar, was a member of the first Respondent company during his lifetime, holding 671 shares in the company, and also the Chairman of its Board of Directors. The late Shankarrao Bidkar was ill since December 2002 and could not effectively contribute to the business activities of the company and as a result, Appellant No.3 was appointed as a director on or about 15 June 2003. Shankarrao expired on 20 January 2005. After the death of Shankarrao, when his legal heirs started making inquiries about the shares held by their father, they came to learn through a copy of an annual report for the year 2003-2004 that the Board of Directors had transferred 536 out of 671 shares held by the late the Shankarrao on 25