H.S.Bedi, J.

1. This Letters Patent Appeal is directed against the judgment of a learned Single Judge of this Court dated 14.3.2003 whereby the writ petition challenging the order of the Company Law Board dated 8.12.2000, copy appended as Annexure P-1 has been dismissed. The facts of the case which have been largely taken from the writ petition are as under:-

Lala Jagat Narain, the father-in-law of petitioner No. 1 and grandfather of the petitioner Nos. 2 and 3 founded the Company known as the Hind Samachar Limited in the year 1949. Its main object was the printing and publishing of newspapers, journals, magazines etc. It is the legacy of Lala Jagat Narain and the Company, which he founded, which is the bone of contention in this bitter family feud. Lala Jagat Narain was shot and killed by terrorists on 9.9.1981 an event which signalled the onset of terrorism in the Punjab. After his death, his son Ramesh Chander, husband of petitioner No. 1 and father of petitioner Nos. 2 and 3 took over the reins as the Chief Executive of the Company. He too was gunned down on 12.5.1984. Petitioner Nos. 1 to 3, and petitioner Nos. 4 to 6 constitute a Hindu Undivided Family. Respondent No. 2 another son of Lala Jagat Narain is one of the share holders and the Chairman-cum/ Managing Director of the Company. Respondent No. 3 Smt. Swadesh Chopra is his wife whereas respondent Nos. 4 and 5 are their sons. The petitioners have been identified as Group A and respondent Nos. 2 to 6 as Group B in the pleadings as also in this judgment wherever the context and the flow of the narrative so requires. It is the case of Group A that till the year 1995, it held a majority of shares in the Company but that year, Vijay Kumar Chopra and his sons of Group B approached petitioner No. 1 seeking joint and equal representation for both the groups in the affairs of the Company. It is the case of Group A that in order to maintain cordial relations, petitioner No. 1 (Group A) agreed to surrender her family shares to respondent Nos. 2 to 6 (Group B) so as to equalise the share holding between them. A memorandum of family settlement. Annexure P2 dated 25.6.1995 was accordingly entered into between the two groups. As per Clause 30 of this memorandum, in case of any dispute, Sh. S.L.Batra and Sh. T.R.Suri would act as arbitrators. The two Groups also entered into a family agreement, Annexure P3, dated 6.5.1996 and as per Clause 17 thereof, it was provided that in case of any misunderstanding or dispute, the matter would be resolved by mutual discussion or if required by appointing an Arbitrator by consensus. It is further the case of Group A that after having been persuaded to relinguish its majority stake in favour of Group B, a shareholders agreement, copy Annexure P-4, was signed on 8.2.1997 and it was agreed that the two groups would henceforth hold their shares in complete parity and that they would endeavour to manage the affairs of the Company with dedication and honesty of purpose. Clause 33 of the Shareholders Agreement also provided for settlement of disputes by Arbitration. It appears that the terms of the Shareholders Agreement, Annexure P4, were adopted and incorporated in the Memorandum & Articles of Association of the Company, Annexure P-5 and Clause 33 thereof was adopted mutatis mutandis in the memorandum as well. It is further the case of Group A that after having received parity in the share holding in the Company, Group-B took control of the Company and ousted Group-A from its management and in order to frustrate whatever little control is still held, filed Company Petition No. 76 of 1999 under Section 397, 398, 402 and 403 of the Companies Act, 1956 before the Company Law Board in total disregard of the Arbitration agreement contained in the Articles of Association of the Company. It is submitted by Group-A that it was in fact Group-B, which had itself perpetrated the acts of oppression and mismanagement with respect to the affairs of the Com