( 1 ) BY means of this appeal the appellant is challenging two orders of the Company Law Board (in short the clb ); first order is dated 12th january, 2001 passed in CP No. 16/2000 filed by the appellant herein whereby the appellant s petition under Sections 397/398 of the Companies Act (in short the act ) alleging oppression and mismanagement on behalf of the majority shareholders, was disposed of by giving certain directions; second order dated 30th August, 2001 is passed by the CLB in CA No. 93/2001 seeking review of order dated 12th January, 2001. By the impugned order the said review application of the appellant herein was dismissed.

( 2 ) IT may be noted at this stage that against the order dated 12th January, 2001 passed in CP No. 16/2000, the appellant herein had earlier also filed an appeal in this Court being Co. A. (B) No. 4/2001. However, on 25th April, 2001 when that appeal came up for hearing the appellant sought leave of the Court to withdraw the said appeal as she was willing to seek review of CLB s order dated 12th January, 2001. That appeal was accordingly dismissed as withdrawn without prejudice to the right, if any, of the appellant to file an application for review of the impugned order before the CLB. Since the earlier appeal against the order dated 12th January, 2001 was withdrawn by the appellant, a preliminary objection is raised to the maintainability of this appeal against the same order on the ground that no second appeal is permitted after earlier appeal was dismissed as withdrawn. It is also submitted that in any case this appeal filed against the order dated 12th January, 2001 would be hopelessly time-barred.

( 3 ) HOWEVER, few facts necessary for determination of the issues involved in the appeal need to be stated: respondents Nos. 2, 3 and 4 are the real sisters of the appellant. These four sisters incorporated the company with the name M/s. Manu Maharani Hotels ltd. , respondent No. 1 herein and certificate of incorporation dated 6th september, 1988 was issued by the Registrar of Companies. Some time in the year 2000, respondent Nos. 2, 3 and 4, that is the other sisters, transferred their shareholding in the company to respondent Nos. 6 to 9 herein. The appellant protested this act of her sisters and thereafter filed CP No. 16/2000 before the clb under Sections 397/398 of the Companies Act on various grounds. Main grievance was the transfer of shares to outsiders as a sequel to which the management of the company changed hands and three new directors were appointed in a Board meeting held on 10th February, 2000. Therefore, these consequential acts of appointment of new directors were also challenged, including the validity of the Board meeting held on 10th February, 2000 on the ground that she had not received any notice of this meeting. The CLB by impugned order dated 12th January, 2001 held that:

(I) The respondent Nos. 2 to 4 had the right to transfer their shareholding to outsiders as Articles of the company do not contain any provision relating to pre-emption rights. On the contrary, as per Article 30, the company could not even refuse registration of transfer of shares except on certain grounds as specified in the said Article. Therefore, sale of shares without offering the same to the appellant could not be considered as an act of oppression;

(II) there was non-compliance of the statutory provisions while issuing further shares by the company and, therefore, the CLB found substance in this allegation of the appellant, as by issue of further shares on preferential basis, the appellant s rights have been affected and her shareholding has come down and, therefore, it was held to be an act of oppression;

(III) the induction of three new directors in the Board meeting held on 10th February, 2000 was found to be illegal as the appellant had received the notice of meeting held on 10th February, 2000;

(IV) the appellant shall continue to be a director so long as she holds 14. 7% s