1. The petitioners collectively holding in excess of one-tenth of the issued share capital of M/s. Westfort Hi-Tech Hospital Limited ("the Company") and aggrieved on account of a series of purported acts of oppression and mismanagement in the affairs of the Company, namely, illegal (a) convening of the eleventh annual general meeting; (b) issuance of further shares on rights basis; (c) exclusion of the petitioners from the office of directors; (d) election of the respondent Nos. 16 to 24, as directors; (e) transfer of shares; and (f) breach of fiduciary duties by the respondent Nos. 2 and 3 towards the Company as directors; (g) manipulation of minutes of the meetings and other records; (h) statutory violations: (i) irregularities in relation to the Investigation Centre in the hospital premises of the Company etc., invoked the provisions of sections 397 and 398 of the Companies Act, 1956 ("the Act") seeking the following reliefs:—

(i)to appoint an Administrator for—

(a)regulating the future affairs of the Company;

(b)leasing/licensing the area earmarked for the Investigation Centre: and

(c)realizing the outstanding amounts due from the respondent Nos. 2 to 4, 22 and 23 in respect of the Investigation Centre;

(ii)to declare that the annual general meeting held on 29-9-2005 and the resolutions passed thereon are invalid;

(iii)to declare that the respondent Nos. 2 to 4 vacated the office as directors under section 283 of the Act;

(iv)to declare that the further issue of shares is illegal and void;

(v)to declare that the election of the respondent Nos. 16 to 23 as directors is invalid; and

(vi)to declare that the petitioner Nos. 1 to 4 and the respondent No. 14 shall be deemed to have been re-elected as directors.

2. Shri T.K. Seshadri, learned senior Counsel, while initiating his arguments submitted: The first respondent Company was incorporated in April, 1994 as a private limited company and later in June 1997 got converted into a public limited Company with the main object of developing a Hi-Tech multipurpose hospital at Thrissur, Kerala. The regulations contained in Table-A are not applicable to the Company except insofar as expressly incorporated in the articles of the Company. As at 31-3-2005, the authorised capital of the Company is Rs. 9.20 crores divided into 92 lakhs equity shares of Rs. 10 each and the issued, subscribed and paid up capital is Rs. 9.18 crores divided into 91,84,100 equity shares of Rs. 10 each. The respondent Nos. 2 and 3 being husband and wife are subscribers to the Memorandum of Association of the Company. They are promoter directors and are not liable for retirement. The board of directors is empowered to appoint any of its members as Managing Director, who shall not be subject to retirement by rotation. The second respondent, as Managing Director has been in charge of the day-to-day management of the Company. The respondent Nos. 2 and 3 along with their children, namely the respondent Nos. 4, 22 and 23 had formed a partnership firm, prior to incorporation of the Company, under the name and style of "Westfort Hospital" which is being run by the partners, while the second respondent happens to be Managing Director of the firm. The Company and the partnership firm are two different entities, which are unconnected except that some of the partners of the partnership firm are also directors of the Company, namely the respondent Nos. 2 to 4, 22 and 23, though status of the respondent Nos. 22 and 23 as directors is in dispute. The second respondent lured Non-resident Indians including the petitioners and others for financial assistance towards development of the Hi-Tech multipurpose hospital on the assurance that the doctors who contribute beyond Rs. 10 lakhs and others who are not doctors contributing not less than Rs. 20 lakhs would be given the office of director, as could be seen from the receipts dated 14-1-1998 and 18-3-1998 issued in favour of the fourth petitioner, despite the fact that the directors are