( 1 ) THIS appeal under Section 10 of the Companies act, 1956 (hereinafter referred to as the Act) challenges the order dated 13th June, 2001 passed by the Company Law board (hereinafter referred to as the CLB), Bench at delhi dismissing the Company Petition No. 45/1998 filed by the appeal VLS Finance Limited under Sections 250, 397 and 398 of the Act. The appeal arises from a dispute in respect of a company called Sunair Hotels Limited (respondent No. 1) which is at the moment running the metropolitan Nicol Hotel in New Delhi. Sunaero Limited, respondent No. 2 is the wholly owned subsidiary company of respondent No. 1. Respondents No. 3 to 5 are the promoter Directors of respondent No. 1 and respondents 6 to 27 are the shareholders of respondent No. 1 company. The facts of the case as per the appellant briefly stated as follows:-

(I) In February, 1977, the respondent No. 1 company was incorporated and the third respondent Mr. S. P. Gupta was the main promoter along with his family members. The company was incorporated to carry on hotel and other cognate businesses. By License deed dated 5th December, 1982 along with supplementary deed executed in 1988, a plot of la