1. The petitioners holding 950 equity shares of Rs. 100 each representing 31.67 per cent of the total paid-up capital of Picksonic Electronics Private Limited (company), have filed this petition under sections 397/398/402 and 103 of the Companies Act, 1956 ('the Act') alleging acts of oppression and mismanagement in the affairs of the company. The petitioners have also the consent of two other shareholders holding 100 equity shares each. The summary of the petition is that the company was promoted by Shri B.S. Chowdhary, one of the petitioners, respondent No. 1 and one Mr. P.C. Gupta and was incorporated on 7-1-1985. They were the first directors of the company. Subsequently, respondent No. 1 was appointed as the managing director and she continues to hold that position till date. Immediately after incorporation, the company got an industrial plot allotted by NOIDA Authorities at a cost of Rs. 3.2 lakhs. The company also got a sanction of term loan of Rs. 8 lakhs from UPFC for which the fixed assets of the company were given as first charge by mortgage and Shri B.S. Chowdhary, one of the petitioners, gave personal guarantee. The company availed a sum of Rs. 5.03 lakhs only aga