1.In the matter of M/s Birla Corporation Limited ("the company"), this petition, under sections 397/398, 402, 403 & 406 of the Companies Act, 1956, has been filed by five shareholders with the consent of 134 shareholders. Their combined shareholding works out to 0.0015% of the total issued and paid up capital of the company. Respondents 9 to 27 are companies, which, by interlocking, control substantial shares in the company. Similarly, respondents 28 to 34, which are charitable institutions, are also holding shares in the company. The total shareholding by these respondents in the company is of the order of 62.9%. These respondent companies and the charitable institutions form part of the group known as "M.P. Birla Group". Before her demise on 3.7.2004, Smt. Priyamvada Devi Birla ("PDB") was in control of M.P. Birla Group and thus, also Birla Corporation Limited. By a will dated 18.4.1999, she had appointed one R.S. Lodha, (RSL) a Chartered Accountant, as the executor of the Will and also as the sole beneficiary. He has applied for probate and the same is being contested and as such the probate proceeding is still pending. The company had convened an AGM on 15.9.2004 and this petition was filed on 14.9.2004. During the pendency of this petition, RSL expired 3.10.2008.

2.A summary of the petition is: Even though PDB by herself directly held only 1260 shares in the company, she controlled 62.9% shares in the company through respondents 9 to 34. She expired on or about 3^rd July, 2004. RSL (the 2^nd respondent) had sought to set up a Will allegedly executed by PDB on 18.4.1999 and also a Codicil allegedly executed by her on 15.4.2003 by which he had claimed to be the executor and the principal beneficiary under the said Will and that he had also applied for probate. A number of members of Birla families have opposed the grant of the probate and some of the members themselves have applied for probate on the basis of a set of mutual wills executed by PDB and her husband Madhav Prasad Birla (MPB) on 13.7.1982. Therefore, there is a serious doubt over the true ownership of the controlling shareholding in the company. The petitioners have come to know that the 2^nd and 3^rd respondents are threatening to bring about material changes relating to the ultimate controlling interest in the company, which are likely to be prejudicial to the interests of the company. They have also appointed their own trusted persons as directors in a number of respondents 9 to 27 companies. Many of these) appointments had taken place within a few days after the demise of PDB clearly indicating that the 2^nd and 3^rd respondents have tried to take complete control of the company through these shareholding companies. RSL, being a Chartered Accountant, had been associated with PDB (for a number of years and he has also been an auditor through his firm., M/s Lodha & Co., of a number of Birla Companies. Being a Chartered Accountant, he stood in a fiduciary capacity to the Birla family members and the company. PDB kept indifferent health and (became increasingly dependent on the 2^nd respondent. Being a Chartered Accountant, in accordance with ethical standards to be maintained by a Chartered Accountant, RSL should have refused to have himself appointed as the beneficiary of any Will by PDB, even if the purported Will is genuine. It was widely believed that the estate of both PDB and (MPB would ultimately go to charity as they did not have any issue. Further, having executed a set of mutual wills, there was no occasion for PDB to execute a subsequent will nor did she have any authority or competence to dispose of the combined assets of MPB and PDB inconsistent (with the terms of the mutual wills of 13^th July, 1982. The acts and conduct of RSL and his supporters are prejudicial to the interests of the ultimate beneficiaries of the estate of PDB and the persons who would ultimately be entitled to the controlling shareholding interests in the company.

3.RSL is also guil