Manmohan, J.

1. The present appeal has been preferred against the order dated 22nd March, 2011 passed by the Company Law Board (for short `CLB') whereby Company Petition No. 124(ND) of 2010 filed by appellant company under Sections 398 and 402 of the Companies Act, 1956 (for short `Act') was dismissed.

2. Brief facts of the present case are that the appellant company (hereinafter referred to as `IFCI') owns 37.85% of shares of respondent-company (hereinafter referred to as `TFCI'). On 26th November, 2010 IFCI sent a requisition to TFCI for convening an Extra-Ordinary General Meeting (for short `EOGM') with the objective of appointing four new directors and removal and replacement of one director on the Board of TFCI. However, TFCI vide letter dated 2nd December, 2010 questioned the validity of the requisition on the ground that though it was signed by the Company Secretary of IFCI, but specific authorisation/board resolution to file such requisition had not been annexed and it requested IFCI to send the said board resolution within a period of one week. Subsequently, on not getting the said information, TFCI through its board meeting held on 14th December, 2010 decided not to convene EOGM of TFCI. On receiving this information, IFCI on 15th December, 2010 initiated the process under Section 169(6) of the Act for convening an EOGM on 17th January, 2011. IFCI then filed the present Company Petition No. 124(ND) of 2010 under Sections 398 and 402 of the Act on the same day.

3. On 16th December, 2010, the CLB passed the following interim order:-

"CP No. 124/ND/2010 mentioned. Heard on interim reliefs.

After considering the submissions and perusing the petition following interim order is passed:-

A.

Both parties shall maintain status quo as it exists today on the Board of Directors.

B.

Petitioner shall, besides the steps already taken by him, not take any further steps for holding of EOGM before the next date of hearing.

Response to the petition be filed within three weeks with an advance copy to the other side. Rejoinder, if any be filed within three days thereafter with an advance copy to the other side. No further extension of time shall be sought or granted.

List on 12.1.2011 at 2.30 p.m."

4. On 12th January, 2011, CLB while disposing of CA 17/2011 filed by TFCI praying for stay of EOGM called by the IFCI, held as under:-

"...8. I am thus of the considered view that for the reasons aforesaid deferment of the EOGM scheduled to be held on 17.01.2011 is inevitable. I accordingly order that the EOGM requisitioned under Section 169(6) of the Act and scheduled to be held on 17.01.2011 under notice dated 15.12.2010 shall be deferred till further orders. Interim order at (A) dated 16.12.2010 shall also continue till further order C.A. 17/2011 stands disposed of accordingly."

5. The aforesaid order dated 12th January, 2011 was impugned before this Court, wherein this Court allowed the EOGM to be held as scheduled on 17th January, 2011 but directed that the decisions taken by EOGM would not be given effect to till the CLB decides the petition finally.

6. CLB in the impugned order held requisition dated 26th November, 2010 issued by IFCI as invalid on the ground that it did not bear the signature of the requisitionist. CLB further held that IFCI issued notice dated 15th December, 2010 subsequent to passing of the order dated 16th December, 2010 for convening EOGM on 17th January, 2011 and the same was a fraudulent act in utter violation of the directions contained in the order dated 16th December, 2010. The relevant portion of the impugned order is reproduced hereinbelow:-

"18. By prefixing the word "shall" before each of three different commands Section 169(2) mandatorily requires three conditions to be satisfied to make a requisition under Section 169(1) of the Act valid:-

(a)

The requisition shall set out the matters for the consideration for which the meeting is to be called;

(b)

The requisition shall be signed by the requisitionist; and

(c)

The requisition