1. - This company petition has been filed under sections 397 and 398, Companies Act, 1956 (hereinafter to be called 'the Act'), with the prayers that a scheme be framed for management and control of the affairs of the Lake Shore Palace Hotel (P) Ltd., Udaipur (hereinafter to be called 'the company'), to divest the respondent No. 2, Arvind Singh Mewar, with his powers as its managing director; he should be removed from the Board of directors and an independent director be appointed in his place; it may be declared that (1) the allotment of 1,408 shares in favour of the respondent No. 2 is void, and (2) the executors of the will of late His Highness Maharana Bhagwat Singhji (for short 'Maharana') were not competent to represent the estate of Maharana; a committee of the trustees of the Maharana Mewar Institution Trust (in short, 'the trust') be constituted for the exercise of all the rights in respect of the shares in the company; a new additional director be appointed in place of resigning director, Shri Ashwini Kumar Chaturvedi; respondent No. 2 be directed to recoup the funds siphoned off by him from the company and misutilised for his personal use and gain; the respondent No. 2 be restrained (1) from holding or attending any meeting of the Board of directors, (2) from issuing/allotting further shares beyond 3,027 shares already allotted, (3) from exercising any right of voting in respect of 1,409 shares which were originally offered to the executors, (4) from appointing any one as a director of the company, and (5) from operating bank accounts of the company; to appoint a receiver or special officer to take the custody of all the books of accounts and records of the company; to permit the petitioner to inspect and to take their copies and to pass such other orders as may be deemed fit and just with a view to bring to an end the matters complained of.

2. It has been averred in the company petition in short, as follows. The company was promoted by Maharana; it was incorporated on 27 May, 1972, and he leased out one of his palaces, namely, Shiv Niwas Palace, to the company for the purpose of running a hotel. Its registered office is situated at City Palace, Udaipur. Its nominal capital is Rs. 50 lakhs divided into 5,000 equity shares of Rs. 1,000 each. Objects of the company are set forth in its memorandum of association (Annexure 'A'). Articles of association is Annexure 'B'. Petitioner is a registered holder of 615 equity shares; they are fully paid up and (she) is entitled to move this petition. Maharana died on 3 November, 1984, leaving behind two sons : Maharaj Kumar Mahendra Singh and Maharaj Kumar Arvind Singh (respondent No. 2), and one daughter, namely, Maharani Yogeshwari Kumari (petitioner). She was introduced as a shareholder in the company in the year 1979. Maharana died leaving behind his will dated 15 May, 1984. Under the said will, Shri Arvind Singh Mewar [respondent No. 2 and also 3(a)] and Shri A. Subramaniam [respondent No. 3(b)] were appointed as its executors. They moved an application in this court for grant of probate. By order dated 13 November, 1987, probate was granted. A copy of the will is annexed as Annexure 'C'. By his said will, Maharana has created a trust. The shares of the company were given to the members of his family and it was always his intention that the company should always remain a close-knit family concern. It was the intention and desire of the Maharana that, gradually and ultimately, the trust was to hold the shares of the company in place of family or any of its individual members. Maharana held majority shares in the company and the company in turn held majority shares in another company, namely, Lake Palace Hotels and Motels (P) Ltd., Udaipur. On the death of Maharana, the respondent No. 2 acquired the dual capacity in the company, one as a shareholder and another as an executor of the said will. He exercised domain (dominion) and control over the shares of Maharana as an