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