1. One late Janki Sao, among others, along with the 4^th petitioner and the respondents 4 and 5, being his sons, incorporated Shree Janki Cold Storage Pvt. Ltd. in the year 1974. The 4^th petitioner is the son of the first wife of Janki Sao and respondents 4 & 5 are the sons of his second wife. As per the admitted Balance Sheet as on 30.9.2004, the Board of the Company consisted of petitioners 1 to 4 and respondents 2 to 6. The shareholding as on that date was that the petitioners group held 28.12% shares, the respondents group 17.57% shares, the balance by others. According to the petitioners, they had acquired 3,000 shares from other shareholders subsequent to 30.9.2004 and thus, they came to hold 53.22% shares in the company. Some time in 2006, the petitioners filed an application before the Company Law Board under Section 186 of the Companies Act alleging that the AGM for 2004-05 had not been convened. On that application, this Board passed an order on 18.12.2006, appointing one Shri Rajeev Ranjan Prasad, Advocate, to convene the AGM for the year 2004-05 within 45 days. This AGM was held, even though belatedly due to certain reasons, on 21.4.2007. In that AGM petitioners 1 to 5 and respondents 2 & 3 were appointed as directors and respondents 4, 5 & 6 .who came up for re-election were not re-elected.

2. In this back ground, the petitioners have filed this petition dated 07^th April, 2008, making various allegations that the respondents 2 to 6 had illegally issued 3,000 shares of Rs.100 each at a premium of Rs.400 per share to respondents 9 to 13 and in an allegedly held Board Meeting on 5.2.2007 they had allegedly appointed 4^th respondent as the Managing Director and in an allegedly held AGM for the year ended 31.3.2006 on 21.9.2007, respondents 6 to 8 were allegedly appointed as directors. On the basis of these allegations, the petitioners have sought for a declaration that the allotment of 3,000 shares is illegal and void : for a declaration that the appointment of the 4^th respondent as Managing Director and that of the respondents 5 to 8 as directors as null and void etc.

3. Shri Bose, Advocate, appearing for the petitioners submitted : The petitioners collectively held 28.12% shares as in September, 2004. Thereafter, they acquired 3,000 shares from other shareholders consequent to which they became the majority with 53.22% shares. So far, none of the transferors has challenged the transfer. Coming to know that the petitioners had become the majority, the respondents attempted to remove the 1^st & 2^nd petitioners as directors. Since no AGM was held for the year 2004-05, the petitioners filed an application under Section 186 of the Act and the Special Officer appointed by this Board, held the AGM on 21.4.2007. In that meeting petitioners 1 to 5 were appointed as directors along with respondents 2 & 3. Thus, after 21.4.07, the petitioners have been in the majority on the board also. In March, 2008, the petitioners carried out inspection of the records in the office of ROC from which they came to know that on 30.3.07, respondents 2 to 6 had allegedly allotted 3,000 shares to the respondents 9 to 13 at a premium Rs.400 per share, and the relevant Form 2 had been filed on 31.5.07. Further, in an allegedly held Board Meeting on 5.2.07, the 4^th respondent was allegedly appointed as the Managing Director, and relevant Form 32 was filed on 25.10.07. It also transpires that the respondents had also convened and held AGMs for the years 2005-06 and 2006-07 and relevant returns were filed on 6.11.07 and 5.12.07. There are no details as to when the AGM for 2005-06 was held even though AGM for 2006-07 was purportedly held on 21.9.07. The AGM for 2005-06 could not have been held before 21.4.07 as on that day only the AGM for 2004-05 was held where after it is the board that was elected on 21.4.07 had the power and authority to convene further AGMs. It also appears that respondents 5, 6, 7 & 8 were allegedly appointed as directors on 21.