Judgment Milap Chandra, J.-This petition has been filed under Sections 397 and 398, Companies Act, 1956 (hereinafter to be called as “the Act”), in the matter of Hindustan Processors Ltd., Bhilwara (in short “the company”), with the allegations, in short, as follows: The company was incorporated on October 29, 1987, with nominal capital of Rs 50 lakhs divided into 5 lakhs shares of Rs. 10 each and paid-up capital of Rs. 36,60,500. Petitioner No. 1, his friends and relatives hold 1,33,500 equity shares and petitioner No. 2, his friends and relatives hold 67,500 equity shares of Rs. 10 each. Non-petitioners Nos. 1 and 2 agreed to finance the company on the basis of leasing Jaipur Metals and Electricals Ltd., Jaipur. The lease agreement was duly executed. It was agreed that the managing director of Jaipur Metals and Electricals Ltd. (non-petitioner No. 1) would be the chairman of the company, it would also have a right to nominate a certain number of directors and non-petitioner No. 1 asked the company to allot fully paid-up 55 per cent, shares of the company in favour of Ashok Kumar Doshi (non-petitioner No. 5). It was further agreed that petitioners Nos. 1 and 2 were to be the managing director and executive director of the company respectively. They got the plant and machinery approved and erected in a record time of five months and the production commenced from October 12, 1988. Non-petitioner No. 1 started interfering with the day-to-day working of the company and non-petitioner No. 5, A. K. Doshi, did not contribute any money and co-operate in the working of the company. The balance amount of Rs. 10 lakhs was also not released by non-petitioner No. 1 as per the lease agreement. Non-petitioner No. 1 started conspiring to oust the petitioners from the management of the company and ousted them on November 22, 1986. They were not allowed to attend the meetings. A committee comprising Sarvashri K. G. Toshniwal, K. K. Vijayvargiya and P. S. Chauhan was constituted for the management of the affairs of the company. The following prayer has been made in this petition: 1. Declaring annexure-2 1 to be wholly void, illegal and ineffective. 2. Declaringthat the lease agreement, annexure III, so far as it contemplates respondent No. 2 to work as chairman of the company is illegal and void. 3. The following prayer has been made in this petition: 1. Declaring annexure-2 1 to be wholly void, illegal and ineffective. 2. Declaringthat the lease agreement, annexure III, so far as it contemplates respondent No. 2 to work as chairman of the company is illegal and void. 3. Declaring annexures 22, 23A to be of no avail as against the petitioners. 4. Declaringthe so called meeting held by respondents Nos, 2, 3, 4, 6 and 7 on December 14, 1988, to be illegal, void and of no avail. 5. Restraining respondents Nos. 3, 4, 6 and 7 from interfering in any manner with the functioning of the petitioners as managing director and executive director of the company and managing the affairs of the company and further restraining them from doing any act in any manner on behalf of the company in any capacity whatever. 6. Such other appropriate order may kindly be passed which may adequately protect the company and the petitioners from illegal and unauthorised acts, atrocities and oppression of the non-petitioners, done in the guise of all or any of resolutions in the board meetings convened and held by them. 7. Therespondents and/or nominee directors of respondent No. 1 be restrained from bringing about any change in the ownership of any shares of the company. 8. Appropriate action be taken or be directed to be taken against respondent No. 8 for his abovementioned illegal acts of wrongful interference in managing the affairs of the company. 9. Directing the restoration of status quo ante as it existed prior to annexure 21. 10. Such other order as may be deemed and fit and appropriate in the circumstances of the case may kindly be passed. 11. Costs of the petition be awarded.” 12. Mr. Rajendra Mehta, advocate, entered caveat on behalf of non-petitioners Nos. 2, 3, 4, 6 and 7. A joint reply to the petition was filed by these non-petitioners. Shri U. N. Bhandari, advocate, also put his appearance suo motu for and on behalf of non-petitioner No. 1. Notice was issued to non-petitioner No. 8 only. Non-petitioners Nos. 1 and 8 have filed their separate replies. The non-petitioners have raised several preliminary objections against the maintainability of the petition in their replies. 13. Arguments of learned Counsel for the parties have been heard on the preliminary objections at length. I. Two remedies cannot be availed of simultaneously. Notice was issued to non-petitioner No. 8 only. Non-petitioners Nos. 1 and 8 have filed their separate replies. The non-petitioners have raised several preliminary objections against the maintainability of the petition in their replies. 13. Arguments of learned Counsel for the parties have been heard on the preliminary objections at length. I. Two remedies cannot be availed of simultaneously. --Learned cpunsel for the non-petitioners contended that the petitioners have also tiled a petition, papers Nos. 351 to 419 (annexure Rh), under Sections 408 and 409 of the Act before the Company Law Board, Central Government, New Delhi, with the same allegations and making similar prayers ; it is still pending and this fact has been suppressed from this petition. They also contended that two remedies cannot simultaneously be invoked. They relied upon Hungerford Investment Trust Ltd. vs. Turner Morrison and Co. Ltd. [1972] ILR 1 Cal 286 and Mohanlal Ganpatram vs. Shri Sayaji Jubliee Cotton and Jute Mills Co. Ltd. [1964] 34 Comp Cas 777 ; AIR 1965 Guj 96 . In reply, it has been contended by learned Counsel for the petitioners that there is no express provision in the Act debarring the availing of two remedies simultaneously. He also contended that different remedies are contemplated under Sections 408 and 409 of the Act and these provisions are open to the director, managing director and managers only. The provisions of Sections 408 and 409 cannot be invoked by shareholders of the company. 14. It is not denied that petition-papers Nos. 351 to 419 (annexure R1l) under Sections 408 and 409 of the Act were already filed before the Company Law Board, New Delhi, and it is still pending. The prayers made in it run as under: “It is, therefore, most respectfully prayed that the Centra1 Government may very kindly be pleased to consider the matter and the petitioners pray for grant of the following interim reliefs 1. That the company and the petitioners may kindly be protected from the illegal and unauthorised acts and atrocities of the non-petitioners done and under stewardship of Shri Kevdia in the garb of illegal resolutions in the board meetings convened and held by them. 2. Thenominee-directors of Jaipur Metals and Electricals Limited, Jaipur, may be restrained from bringing any change in the ownership of any shares in Hindustan Processors Limited, Bhilwara. 3. 2. Thenominee-directors of Jaipur Metals and Electricals Limited, Jaipur, may be restrained from bringing any change in the ownership of any shares in Hindustan Processors Limited, Bhilwara. 3. Thenominee-directors of Jaipur Metals and Electricals Limited, Jaipur, may be restrained from bringing any change in the board of directors of Hindustan Processors Limited, Bhilwara. 4. No resolution passed in any of the board meetings held or convened by the non-petitioners should be given effect unless it is confirmed by the Central Government. 5. Any other order as may be deemed fit and proper by the Central Government so as to prevent the company from mismanagement and adopting any practice by any person or any member of the board prejudicial to the interest of the company or its shareholders may also very kindly be passed. Costs of the petition be awarded.” 5. A comparative study of the two petitions shows that they contain almost the same averments. The prayers made in the two petitions have been quoted in extenso in paras Nos. 2 and 6 and they show that in effect and consequence they are identical. It has been held in Hungerford Investment Trust Ltd. vs. Turner Morrison and Co. Ltd. [1972] ILR 1 Cal 286, para 40, that if any other remedy has been pursued by a petitioner, the extraordinary and summaryjurisdiction under Sections 397 and 398 of the Act should not be invoked by the Court. It has also been held in Jai Singh vs. Union of India, AIR 1977 SC 898 , that two parallel remedies cannot be allowed to be pursued. As such, the present petition is not maintainable on this ground. II. Consent not enclosed with the petition and consent subsequently filed is not proper and valid. --It has been contended by learned Counsel for the non-petitioners that the consent of the shareholders was not enclosed with the petition as required under rule 80 and Forms Nos. 43 and 44, Companies (Court) Rules, 1959 (hereinafter to be called as “the Rules”), and the schedule, papers Nos. 259 to 261, mentioning names and addresses of the members who had given their consent to the petition and the consent, papers Nos. 262 and 263, have admittedly been filed with the rejoinder and they cannot be taken into consideration. 43 and 44, Companies (Court) Rules, 1959 (hereinafter to be called as “the Rules”), and the schedule, papers Nos. 259 to 261, mentioning names and addresses of the members who had given their consent to the petition and the consent, papers Nos. 262 and 263, have admittedly been filed with the rejoinder and they cannot be taken into consideration. They also contended that the consent filed does not show that the shareholders who have given their consent have actually applied their mind. They relied upon M. C. Duraiswami vs. Sakthi Sugars Ltd.[1980] 50 Comp Cas 154 (Mad), Omni India Ltd. vs. Balbir Singh [1989] 66 Comp Cas 903 (Delhi), K. P. Chackochan vs. Federal Bank [1989] 66 Comp Cas 953 (Ker) and Kilpest Pvt. Ltd. vs. Shekhar Mebra [1987] 62 Comp Cas 717 (MP). 6. In reply, it has been contended by learned Counsel for the petitioners that the petitioners are holders of more than 10% of the shares as has been stated at page No. 2, para 6 of the petition and as such the consent of the other shareholders was not required. He further contended that it has been” filed with the rejoinder and no form for the consent is prescribed under the Act and Rules. 7. The shareholding of the petitioners has been stated in para No. 1, page 3 (paper No. 6) of the petition as under “1. P. S. Nanawati, friends Equity shares of Rs. 10 each. 1,33,500 and relatives. 2. N. S. chhajar, friends and Equity shares of Rs. 10 each. 67,500.” relatives. 8. Admittedly, the individual shareholding of the petitioners has not been disclosed in the petition, it is also not in dispute that the petition has been filed by P. S. Nanawati and N. S. Chhajar only and none of their friends and relatives has joined them as the petitioners. The very fact that the petitioners enclosed consent, papers Nos. 262 and 263, indicate that the petitioners did not have 10% shareholding; otherwise they would not have enclosed their consent. Deducting the sum total of the shares mentioned in this consent, papers Nos. 262 and 263, from the said figures of 1,33,500 and 67,500 the petitioners are not found holding 10% of the issued share capital. 9. The consent letter, papers Nos. 262 and 263, run as under:-“Letter of consent by the shareholders. Deducting the sum total of the shares mentioned in this consent, papers Nos. 262 and 263, from the said figures of 1,33,500 and 67,500 the petitioners are not found holding 10% of the issued share capital. 9. The consent letter, papers Nos. 262 and 263, run as under:-“Letter of consent by the shareholders. We, the following shareholders/members of Hindustan Processors Ltd., Bhilwara hereby con-se’nt that Mr. P. 5. Nanawati, managing director, and Mr. N. S. Chhajar, executive director, represent us before the High Court under Sections 397 and 398 of the Companies Act, 1956. S. No. Folio No. Name of the Number of Signature shareholder shares held .(1) .(2) .(3) .(4) 10. It does not appear from these papers that the shareholders signed them after applying their minds to the allegations made and reliefs sought in the petition. The consent has been filed with the rejoinder-papers Nos. 224 to 356. It is not stated in it that the shareholders giving consent put their signature after applying their minds to the contents of the petition. Even the above-quoted consent does not indicate that the petition was moved with their consent. According to it, they have given consent to the petitioners for representing them before this Court in this petition. 11. Ithas been observed in Omni India Ltd. vs. Balbir Singh [1989] 66 Comp Cas 903 (Delhi) as follows (at page 909) “The view taken by us finds support from the decisions of the Allahabad High Court, Madras High Court and Madhya Pradesh High Court. In Makhan Lal Jain vs. Amrit Vanaspati Co. Ltd. [1953] 23 Comp Cas 100; AIR 1953 All 326 , a learned single judge of that Court held (at page 102 of 23 Comp Cas): ‘The expression “consent in writing” obviously implied that the writing itself should indicate that the persons who have affixed their signatures have applied their minds to the question before them and have given their consent to certain action being taken.’ In M. C. Duraiswami vs. Sakthi Sugars Ltd. [1980] 50 Comp Cas 154, a Division Bench of the Madras High Court examined the expression “consent in writing” in the background of the requirements of Sections 397 and 398. On such examination, it was held (at page 158) ‘From the very nature of the case, “consent in writing” contemplated in Section 3 99(3) of the Act is a consent to the filing of a particular petition with a particular allegation for a particular relief under Section 397 or Section 398 or under both. There cannot be a blanket consent like a certain member or members consenting to some other member filing a petition under Section 397 or Section 398 or under both.’ Similar view was taken by the Division Bench of the Madhya Pradesh High Court in Kilpest Pvt. Ltd. vs. Skekhar Mebra [1987] 62 Comp Cas 717.” 12. It has further been observed in para No. 10 as under (at page 910): “In our view, the term ‘consent in writing’ necessarily implies the application of mind regarding the particular allegations and the relief sought to be prayed for. A mere consent for the proposed action against the management for the gross mismanagement of the company affairs and oppression of members, in our view, was not sufficient The consent letters annexed to the petition were, therefore, of no value.” 13. Ithas been held in M. C. Duraiswami vs. Sakthi Sugars Ltd. [1980] 50 Comp Cas 154, 161 (Mad) as under “Consequently, the appellant in the present case was purporting to file the application on behalf of and for the benefit of all the 147 persons who figured in the annexure. From this, it necessarily follows that the said 147 persons must know what exactly the appellant was doing and that he was acting for their benefit. They can know this only if they know what was the actual ground to be put forward for invoking the jurisdiction of the Court under Section 397 or Section 398 or both and what was the relief proposed to be claimed in the petition. Therefore, the consent contemplated under Section 399(3) is an intelligent consent, in the sense, a consent given for the purpose of making a particular allegation in the petition and for the purpose of claiming a particular relief therein and, therefore, a blanket consent as in the present case cannot be a consent as contemplated by Section 399(3). Thus, a combined reading of Section 399(1) and (3) will also reinforce the conclusions we have already reached.” 14. Thus, a combined reading of Section 399(1) and (3) will also reinforce the conclusions we have already reached.” 14. Ithas been observed in Kilpest Pvt. Ltd. vs. Shekhar Mebra [1987] 62 Comp Cas 717, 727 (MP) as follow “Consent in writing contemplated by Section 399(3) is the consent to filing ofthe particular petition with a particular allegation for a particular relief under Section 397 or Section 398. There cannot be a blanket consent like a certain member consenting to some other member filing a petition under Section 397 or Section 398. In the instant case also, the petition filed by the petitioner-respondent has not fulfilled the legal requirements. Learned Counsel, appearing for the respondent, submitted that the consent has been obtained while filing the petition but when we examine the said so-called consent, it does not fulfil the legal requirements of Section 399(3) of the Companies Act and, therefore, it is of no avail to the respondent. Further, the mandatory requirements of rule 88 of the Companies (Court) Rules have also not been complied with. Therefore, the petition prima facie appears to be not maintainable.” 15. K.P. Chakochan vs. Federal Bank [1989] 66 Comp Cas 953 (Ker) also supports the contention of learned Counsel for the non-petitioners. On this ground also, the petition is not maintainable. III. Defective verification of the affidavits. --The third objection of the non-petitioner is that the affidavits are not in accordance with rule 21 and Form No. 3 of the Rules. They relied upon Mool Chand Wahi vs. National Paints P. Ltd. [1986] 60 Comp Cas 198 (P & H), Malhotra Steel Syndicate vs. Punjab Chemi-Plants Ltd. [1989] 65 Comp Cas 546 (P & H) and Gaya Textiles Pvt. Ltd., In re, AIR 1968 Cal 388 . 16. In reply, it has been contended by learned Counsel for the petitioner that all paragraphs of the petition have been verified on the basis of the personal knowledge and no paragraph has been verified either on the basis of belief or on the basis of knowledge and as such there is no defect in the verification of the affidavits enclosed with the petition. 17. Thecontention of learned Counsel for the petitioner has great force. All the paragraphs of the petition have been verified on the basis of personal knowledge. The affidavits enclosed with the petition have correctly been verified. The affidavits, papers Nos. 17. Thecontention of learned Counsel for the petitioner has great force. All the paragraphs of the petition have been verified on the basis of personal knowledge. The affidavits enclosed with the petition have correctly been verified. The affidavits, papers Nos. 257 and 258, accompanying the rejoinder and the affidavit, papers Nos. 272 to 274 accompanying the application for interim order are not in accordance with Form No. 3. It has not been disclosed in them as to which paragraphs of the accompanying application or rejoinder are based on knowledge and which on information. As such, these affidavits cannot be said to be properly verified. It is correct to say that the cases relied upon by learned Counsel for the non-petitioners support their contentions. As already observed above, the affidavits enclosed with the petition are perfectly correct. As such, there is no question of ignoring the petition. The petitioners’ rejoinder and application for interim relief are to be ignored on the ground of defective verification of the accompanying affidavits. Reference to Moot Chand Wahi vs. National Paints Pvt. Ltd. [1986] 60 Comp Cas 198 (P&H) may be made here. IV. Petitioners having majority shareholding cannot move such an application.--It was next contended by learned Counsel for the non-petitioners that the petitioners’ case is that they have majority shareholding and as such the petition is not maintainable because it could be moved by a minority group only and not by a majority group. They relied upon Shanti Prasad Jain vs. Kalinga Tubes Ltd, [1965] 35 Comp Cas 351 ; AIR 1965 SC 1535. 18. In reply, it has been contended by learned Counsel for the petitioner that in para No. 4, it has been clearly stated that as per the leasing agreement, non-petitioner No. 1 was given 55% shares; subsequent allotment of shares to the petitioners’ group has not been admitted by the non-petitioners and as such it cannot be said that the petitioners are in the majority-group. Belying upon Sindhri Iron Foundry (P.) Ltd., In re [1964] 34 , Comp Cas 510, he contended that a petition under Sections 397 and 398 of the Act can be maintained by a majority group also. 19. There is no force in this preliminary objection. Section 399(1) of the Act requires minimum shareholding. It does not speak of the maximum shareholding. 19. There is no force in this preliminary objection. Section 399(1) of the Act requires minimum shareholding. It does not speak of the maximum shareholding. It cannot, therefore, be said that a petitioner having a majority shareholding cannot move such a petition. This preliminary objection has no substance. 20. Theother objections, i.e., (1) highly disputed questions of tact cannot be agitated under Sections 397 and 398 of the Act, (2) internal management cannot be the subject-matter of challenge under Sections 397 and 398, and (3) petitioners have not come with clean hands, cannot be decided without going into the merits of the case. 21. In view of the aforesaid findings, the petition deserves to be dismissed. 22. Consequently, the petition is dismissed. The parties are left to bear their own costs.