1. The Petitioner has filed the present Company Petition under Section 397 and 398, read with Section 402 of the Companies Act, 1956 (hereinafter referred to as "Act" in short), complaining therein certain acts of oppression and mismanagement purportedly committed by the Respondent Nos.2 to 4 in the affairs of the Respondent No. 1 Company, The Petitioner has sought various reliefs as contained in the Petition.

2. Briefly the facts as set out in the Petition are as follows:-

2.1 The Respondent No. l is a Company incorporated under the Indian Companies Act in the State of Maharashtra and its registered office is situated at 10, Sakan Twins, Opposite Satellite Centre, Nehru Park, Vastrapur, Ahmedabad 380 015.

2.2 The Petitioner claims to hold 24,880 equity shares of Rs.10/- each, in the paid share capital of the company constituting 62.36% of the total shareholding of the Respondent No. l Company.

2.3 The Respondent No.2, holding only two shares of the Company, is the brother of the Respondent No.3 and he is alleged to be a Director of the Respondent No. l Company. The Respondent No.3 is the husband of the Respondent No.4, and he holds four shares of the company and is also shown as a Director. Respondent No.4 is the wife of the Respondent No. 3 holding 14,920 equity shares. She is stated to have resigned as a Director of the Company with effect from 16/08/2010. That as on date on the website of the Ministry of Corporate Affairs, Respondent Nos.2 and 3 are thus currently shown as Directors.

2.4 It appears that certain disputes arose between the Petitioner on the one side and the Respondent Nos.2 to 4 on the other side relating to conduct of the affairs of the Company and this led to filing of the present Company Petition. The Petitioner has levelled the following charges upon the Respondents alleging them as acts of oppression and mismanagement in the affairs of the Respondent No.l Company.

First Charge: Illegal appointment of Respondent Nos. 2 and 3 as Directors of the Respondent No.1 Company

2.5 It is alleged that the Respondent Nos,2 and 3 were illegally appointed as Directors of the Company at the Board of Directors meeting purportedly held on 20/02/2010, by filing Form No.32 without following due process of law at the back of the Petitioner. Hence, the impugned Resolution thereby appointing them as the Directors is null and void and liable to be quashed for the following two fold reasons.

a. Because, at the time of appointment of the said two Directors, there were only two Directors on the Board of the Respondent No. l Company i.e. Respondent No.4 and the Petitioner. It is alleged that since no notice of meeting was received from the Board of Directors of the Company by the Petitioner for holding the Board Meeting purportedly held on 20/02/2010 and since she was not present in the alleged Board Meeting purportedly held on 20/02/2010, therefore, there was no quorum as required in the articles of association.

b. Because, a Director can be appointed only by Shareholders of a company in an EOGM and not by the Board of Directors. In fact, the Board has limited powers to appoint an additional Director under Section 260 of the Act to fill up casual vacancy under Section 262 of the Act and alternate Director under Section 313 of the Act.

Second Charge : Shifting of Registered office without following due process of law

2.6 It Is next alleged that, thereafter the illegally constituted Board of Directors thereafter without any authority and adopting any due course of law shifted the Registered office of the company from 5, Jaynagar Society, Rambaug Mani Nagar, Ahmedabad to the present address at the so-called Board Meeting for which no notice was served upon the Petitioner and the Respondent No.4 without having valid authority submitted form No. 18 for shifting of the Registered office.

Third Charge : Removal of the Petitioner as a Director

2.7 It is next alleged that the Petitioner was illegally removed from the office of the Director of