1. This is a typical case of disputes among family members resulting in filing of this petition under section 397/398 of the Companies Act, 1956 alleging oppression and mismanagement in the affairs of M/s B.B. Corporate Services Private Limited. The main allegations relate to issue of further shares by the respondents by which the shareholding of the petitioner has come down from 100% to about 23% and appointment of directors from the respondents side by which the petitioner has become a minority in the Board also.

2. The case of the petitioner is : The company was incorporated by the petitioner and her late husband in June, 2003 with an authorized capital of Rs 1 lakh consisting, of 10000 shares of Rs 10 each. The petitioner and her husband held the entire paid up capital of 10000 shares- i.e. 5,000 equity shares each. The business of the company is to act as agents for banks and Financial institutions for collection of money etc. and also undertake all agencies on contract basis. In 2006, it had entered into an agreement with Bharti Airtel Limited to provide limited franchise in the airports to recharge coupons and SIM Cards. Presently, it is doing agency business in 18 airports and the entire efforts in this regard were taken by the petitioner and her husband. Her husband expired on 20^th December, 2006. The 2^nd respondent is the younger brother of the husband of the petitioner and the 4^th respondent is the elder brother of the husband of the petitioner. While the 2^nd respondent was employed in the company on a salary of Rs. 9,000/- p.m., the 4^th respondent is a Government servant. When the petitioner was under grief due to sudden demise of her husband, the 4^th respondent played a fraud on her by getting certain documents signed on behalf of the company. One such document was a copy of a purported Board resolution appointing the 4^th respondent as a director of the company on 15.12.1006. This resolution is back dated as of 15.12.2006 to show as if the same was passed during the life of the husband of the petitioner. The 4^th respondent also took away all the records of the company, including a laptop, personal files, share certificates etc. With a view to grab the company, on 10.1.200.7, the 4^th respondent illegally appointed the 2^nd respondent as an additional director and on the same day, they issued a notice to convene an EGM on 2.2.2007 with a proposal to increase the authorized capital from Rs. 1 lakh to Rs. 4.5 lakh. On 15.1.2007, the 3^rd respondent, being the wife of the 2^nd respondent, was also appointed as a director. After the increase in the authorized capital, the 4^th respondent got allotted to himself 35,000 shares on 28.3.2007 by which now he controls over 77% shares in the company. Having got the shares allotted to himself, he resigned as a director, but, has been interfering with the affairs of the company. The 2^nd respondent has been siphoning off the funds of the company and the petitioner is being denied access to any of the documents of the company. With these allegations, the petitioner has sought cancellation of the allotment made on 28.3.2007 and for declaring the appointment of respondents 2 to 4 as directors as illegal and for a declaration that all the decisions taken by the Board with their participation as null and void.

3. Respondents 1 to 4 have filed a joint-reply to the petition denying all the allegations. According to the respondents, even though the company was incorporated by the petitioner and her husband, yet, it is a joint-family company. Since after the demise of the husband of the petitioner, the bank operations had come to and end, the 4 respondent funded the company by way of loans for its day-to-day operations and shares were issued against the said loans. He was appointed in a Board meeting attended by both the petitioner and her husband on 15.12.2006. The petitioner is in possession of the Directors' Minutes. Book and the same reflects the factum of the Board meeting on that day