1. The present application is filed by the applicant/respondent No.1 under Regulation 44 of the CLB Regulations 1991 seeking reliefs as prayed in para 8 of the application. Shri Krishna Srinivasan, learned Counsel for the applicant -submitted that the brief acts which necessitated to file the present application. He submitted that the applicant is a minority shareholder in the company holding 27.89% of equity shares. The petitioners have filed the above CP under section 397/398 of the Companies Act against the applicant and its nominee directors alleging oppression and mismanagement and the same is pending for adjudication before this Bench. Needless to say the aforesaid allegations made in the petition filed by the petitioners are baseless and frivolous and the same are belied by the statement of objections filed by the applicant and its nominee director. It is evident that the petitioners are attempting to wrestle absolute control over the company and marginalise the role of minority investors like applicant in the affairs of the company whose well being is linked to the well being of the company.

2. He submitted that in pursuance of the shareholder agreement the applicant has certain special rights and privileges under the Articles of Association of the third respondent company and the applicant has affirmative voting rights. He submitted that an annual general meeting of the company was convened on September 29, 2009 by the company. The agenda of the meeting was circulated on September 1, 2009 to the applicant. This meeting was sought to be held and conducted by the representatives of the petitioners in a manner which was clearly against provisions of the articles of association and the Companies Act 1956. As per the article 215 the Chairman of the board shall be the chairman of every general meeting and as per the article 216 "if the chairman is not present within 15 minutes after the time appointed for holding the general meeting, any other nominee director of TWICL who is present at the general meeting shall be the chairman of such general meeting and failing him, the shareholders present at such general meetings shall elect any other director as the chairman of such general meeting. He submitted that the purported meeting of shareholders alleged to be held on September 29, 2009 was held in complete disregard of the aforesaid provisions. The chairman of the company was not present at the said purported meeting and the meeting did not have a legally appointed chairman to preside and conduct the meeting. At the purported meeting no director of the company was present who could have been appointed as the chairman. Thus the meeting did not have any legally or validly appointed chairman. Even the statutory auditor of the company was not present during the meeting in utter violation of the Articles of Association and the provisions of the Companies Act and the accepted practice at the company. The applicant had certain legitimate concerns and questions regarding the contingent liabilities as reflected in the proposed accounts which were required to be clarified explained by the statutory auditor and any director. The representative of the applicant had left the venue of the meeting in protesting against the illegal manner in which the meeting was being conducted. The said proxy of the applicant had submitted a letter to the applicant company on 01.10.2009 explaining in detail the manner in which he was treated and why he left with virtually no option but to leave the said purported meeting. In view of the foregoing reasons the applicant prays this Bench to declare the AGM conducted on September 29, 2009 as null and void and the resolutions passed therein be not given effect.

3. The petitioners filed counter to this application and denied the allegations made therein which are not admitted in the counter. Shri Sundaram learned Sr. Counsel leading the arguments on behalf of the petitioners submitted that in the absence of an