JUDGMENT : R.M. Doshit, J. These two appeals preferred under section 10F of the Companies Act, 1956 (hereinafter referred to as "the Act") arise from the judgment and order dated October 9, 2007 passed by the Company Law Board, Principal Bench, New Delhi (hereinafter referred to as "the Board") in Company Petition No. 111 of 2007 (Rajendra Kumar Tekriwal v. Unique Construction P. Ltd. (2009) 147 Comp Cas 737). 2. The appellant in O.J. Appeal No. 245 of 2007 is one Rajendrakumar Tekriwal, chairman and joint managing director in respondent No. 1 M/s. Unique Construction P. Ltd. (hereinafter referred to as "the company"). Respondent No. 2 Shri Rajeshkumar Jain is the managing director in the said M/s. Unique Construction P. Ltd. Respondent No. 3 is one Anandrao Gaekwad. 3. The aforesaid Shri Gaekwad holds a perpetual leasehold right over the land bearing Municipal No. 79 ad measuring 77,708 sq. feet situated at Indore. On June 14, 1950, the said land was leased to the father of respondent No. 3, Shree Khanderao Shivajirao Gaekwad by the then Government of Madhya Bharat. A cinema theatre in the name of Yashvant Talkies had been constructed over the said land. 4. The company was incorporated on October 6, 1989, with the authorised share capital of Rs. 5 lakhs divided into 5,000 shares of Rs. 100 each. In the year 1994, respondent No. 3 Anandrao Gaekwad entered into an agreement and a memorandum of understanding with the company and respondent No. 2, its managing director, in respect of the development of a commercial complex on the aforesaid land bearing Municipal No. 79. Under the said agreement and the memorandum of understanding, the company agreed to develop a commercial building "Yashvant Plaza" on the said land and to share the sale proceeds with respondent No. 3 in the ratio of 45 per cent. and 55 per cent. Since the said agreement, on April 29, 1997, the company entered into memorandum of understanding with the appellant for sharing the development right of the said land in the ratio of 10 : 90. The said ratio was revised to 50 : 50 by a later memorandum of understanding dated July 4, 1998. and 55 per cent. Since the said agreement, on April 29, 1997, the company entered into memorandum of understanding with the appellant for sharing the development right of the said land in the ratio of 10 : 90. The said ratio was revised to 50 : 50 by a later memorandum of understanding dated July 4, 1998. On June 18, 1998, a tripartite agreement for development of the said land was entered into between the company, respondent No. 3 and one Yashvant Entertainment and Investment P. Ltd. On June 29, 1998, the authorised share capital of the company of Rs. 5 lakhs was increased to Rs. 6,15,000 divided into 6,150 shares of Rs. 100 each. Pursuant to the memorandum of understanding dated July 4, 1998, the appellant was allotted 3,062 shares of Rs. 100 each. 61 shares were allotted to one Vishnuprasad Shukla of Indore. Pursuant to the said understanding, the appellant was appointed as the chairman and joint managing director. The members of his family were appointed as the directors in the company. 5. In the year 2002, the appellant transferred 50 per cent. of his stock, i.e., 1,531 shares in the company to the group of the above named Vishnuprasad Shukla. Since the said transfer on November 19, 2003, the authorised share capital of the company of Rs. 6,15,000 was increased to Rs. 9 lakhs. That was further increased to Rs. 25 lakhs on July 11, 2005. At first, 2,876 shares were allotted to respondent No. 2 and a further 14,000 shares were allotted by the company to the Hindu undivided family of respondent No. 2 and the son of respondent No. 2. A further allotment of 2,000 shares was made by the company to the Hindu undivided family of respondent No. 2. None of the aforesaid allotments were registered with the Registrar of Companies until the year 2005. 6. Feeling aggrieved, the appellant instituted a civil suit in the civil court at Indore, which came to be referred to the arbitrator. 7. The appellant then approached the Board under sections 397 to 401 of the Act in the above referred Company Petition No. 111 of 2007 (Rajendra Kumar Tekriwal v. Unique Construction P. Ltd. (2009) 147 Comp Cas 737 (CLB)). The appellant complained of oppression. 7. The appellant then approached the Board under sections 397 to 401 of the Act in the above referred Company Petition No. 111 of 2007 (Rajendra Kumar Tekriwal v. Unique Construction P. Ltd. (2009) 147 Comp Cas 737 (CLB)). The appellant complained of oppression. According to the appellant, the company and respondent No. 2 had surreptitiously removed the appellant and his family members from the directorship of the company ; had connived to reduce the holding of the appellant in the company from 50 per cent. to a flimsy 6.15 per cent. The company and respondent No. 2 have, by not transferring the legal and valid rights to the purchasers of the shops and offices in the commercial complex, defrauded the public at large. The appellant complained that the affairs of the company were conducted in a manner prejudicial to the public interest and oppressive to the appellant. The appellant prayed that : The board resolution dated December 27, 2004 and Form No. 32 dated December 27, 2004, removing the petitioner and his wife Smt. Meera Tekri wal and son Shri Gaurav Tekriwal from the directorship of the company be declared null and void ; The board resolution dated November 24, 2003, allotting 2,876 (two thousand eight hundred and seventy six) equity shares of respondent No. 1 company to respondent No. 2 and Form No. 2 dated November 27, 2003, be declared null and void ; The board resolution dated July 14, 2005, allotting 14,000 (fourteen thousand) equity shares of respondent No. 1 company to respondent No. 2 and Form No. 2 dated July 14, 2005, be declared null and void ; The board resolution dated July 27, 2005, allotting 2,000 (two thousand) equity shares of respondent No. 1 company to respondent No. 2 and Form No. 2 dated July 27, 2005, be declared null and void ; The respondents be directed to submit an audited statement of account of respondent No. 1 company showing therein the present state of affairs including the income showing cash component on sale and expenditure of the Indore based Yashvant Talkies Project ; Sale transactions for 50 per cent. of the project property at Indore based project at the Yashvant Talkies Indore be declared null and void ; Declare that transfer of 1,531 shares by the petitioners to Mr. of the project property at Indore based project at the Yashvant Talkies Indore be declared null and void ; Declare that transfer of 1,531 shares by the petitioners to Mr. V. Shukla, under misrepresentation and fraud and the purchase of the said shares by respondent No. 2 from Mr. V. Shukla, be declared as null and void and shares be restored to the petitioners. 8. The petition was contested by the company and respondent No. 2. According to the said respondents, the petition under sections 397 and 398 of the Act was not maintainable ; the appellant and his representatives had ceased to be directors of the company by force of law and not by a covert action of the company or its board of directors. The appellant did not hold the required 10 per cent. of the shares. 9. Respondent No. 3 Anandrao Gaekwad appeared before the Board. He filed Civil Application No. 396 of 2007 seeking deletion from the array of the parties. According to respondent No. 3, he had entered into an agreement with the company. In the agreement between the company and the appellant, respondent No. 3 was not a party ; that he was not connected with any dispute between the appellant and the company or respondent No. 2. The appellant had no cause of action against respondent No. 3. He was not a necessary or a proper party. His name, therefore, should be deleted from the proceedings. 10. The Board, by its judgment and order dated October 9, 2007 (Rajendra Kumar Tekriwal v. Unique Construction P. Ltd. (2009) 147 Comp Cas 737 ), allowed the petition partially. The Board recorded that the appellant had transferred 1,531 shares (50 per cent. of his holding) to the group of Vishnuprasad Shukla of his own volition. The Board recorded that (page 742) : "The petitioner has withdrawn the prayer at paragraph 8.7 pertaining to the alleged transfer of 1,531 shares by the petitioners to one Mr. V. Shukla". The Board did accept that the action of the company in increasing its share capital from Rs. 6,15,000 to Rs. 9,00,000 and later to Rs. 25,00,000 and the allotment of shares to respondent No. 2 and his nominees, was illegal and oppressive to the appellant. V. Shukla". The Board did accept that the action of the company in increasing its share capital from Rs. 6,15,000 to Rs. 9,00,000 and later to Rs. 25,00,000 and the allotment of shares to respondent No. 2 and his nominees, was illegal and oppressive to the appellant. The Board, therefore, was pleased (page 760 of 147 Comp Cas) : "to set aside the allotment of shares made on November 24, 2003, July 14, 2005 and July 27, 2005 totalling to 18,876 (2,876 + 14,000 + 2,000), the allotment is declared null and void and the status quo ante is restored". 11. As to the removal of the appellant and his family members from the directorship of the company, the Board was pleased to hold (page 760 of 147 Comp Cas) : ". . . I find that this company not being in the nature of quasi-partnership (though there are agreements and memorandum of understanding which partake the form of partnership agreement, the partnership referred to being unregistered, the agreements/memorandum of understanding are claimed to be unenforceable), as a principle, directorial complaints cannot be a ground in a petition under section 397/398 as the complaints in such a petition should be relating to the rights qua a member. It is only in the case of family companies or companies in the nature of partnership, depending on the facts of the case, directorial complaints have been adjudicated by this board in section 397/398 proceedings". In view of the aforesaid finding, the Board refused to grant directorial reliefs. The Board also refused to grant relief in respect of sale transaction of 50 per cent. of the project property and the audited statement of accounts of the project property. 12. The plea of respondent No. 3 did not appeal to the Board. The Board was pleased to hold (page 747 of 147 Comp Cas) : "Merely because the applicant did not sign as a party in the agreement dated July 4, 1998, the applicant cannot seek discharge from the present proceedings. The petition against the applicant is correct in view of his involvement in various agreements and as owner of the land in respect of which the development agreement and memorandum of understanding dated July 4, 1998, were signed." 13. The petition against the applicant is correct in view of his involvement in various agreements and as owner of the land in respect of which the development agreement and memorandum of understanding dated July 4, 1998, were signed." 13. Feeling aggrieved to the extent the appellant has not been granted relief in respect of removal as director and the other reliefs, the appellant has preferred the above O.J. Appeal No. 245 of 2007 under section 10F of the Act. 14. Feeling aggrieved to the extent the allotment of 18,876 shares made on November 24, 2003, July 14, 2005 and July 27, 2005, is set aside, the company and respondent No. 2 have preferred the above O.J. Appeal No. 254 of 2007 under section 10F of the Act. The company and respondent No. 2 have filed Civil Application No. 404 of 2009 to bring on record the developments that have taken place pending these appeals. It is contended that since the hearing of these appeals, the appellant Rajendrakumar Tekriwal has approached the District Court at Indore for appointment of a receiver for the preservation and safe custody of the property "Yashvant Plaza". 15. Learned advocate Mr. Vakharia has appeared for the appellant in O.J. Appeal No. 245 of 2007, Rajendrakumar Tekriwal. Mr. Vakharia has taken us through the pleadings, the memorandum and articles of association of the company, the above referred memorandum of understanding and the agreements. He has particularly relied upon articles 9 to 14 of the articles of association pertaining to transfer of shares. He has submitted that under the articles of association any member of the company who desires to sell his shares is required to make an offer to any other member who may be willing to buy the shares at the fair value determined by the auditors. He has submitted that the transfer of the shares of the above referred Vishnuprasad Shukla to his sons Durgesh Shukla and Sanjay Shukla is illegal. The said shares ought to have been first offered to the appellant. Thus, in the matter of transfer of shares, the appellant's right to pre-emption conferred by the articles of association has been abrogated. This conduct of the company and respondent No. 2 alone is sufficient to establish oppression against the said respondents. The said shares ought to have been first offered to the appellant. Thus, in the matter of transfer of shares, the appellant's right to pre-emption conferred by the articles of association has been abrogated. This conduct of the company and respondent No. 2 alone is sufficient to establish oppression against the said respondents. He has also submitted that neither the appellant nor his family members who were directors in the company was given intimation of the meeting of the board of directors held on November 19, 2003, July 11, 2005, or any other meeting held since the year 2003. Thus, the appellant was surreptitiously kept out of the management of the company. He has submitted that by the aforesaid clandestine increase in the authorised share capital of the company, not only respondent No. 2 and his family members received 18,876 additional shares in the company but they have also earned hefty amount of dividend on the aforesaid 18,876 shares of the company. He has submitted that the appellant and his family members were surreptitiously removed from the directorship of the company. The said action having been found to be bad and illegal, the Board ought to have interfered in the matter and have restored the appellant and his family members on the board of directors of the company. 16. Learned advocate Mr. Rakesh Gupta has appeared for respondent No. 3 Anandrao Gaekwad. He has reiterated the plea raised before the Board. He has submitted that respondent No. 3 has no connection whatever in respect of the dispute between the appellant and the company and respondent No. 2. Respondent No. 3, therefore, be discharged from the present proceedings. 17. Mr. Vakharia has also relied upon the pleadings in Civil Application No. 411 of 2007 and the reply affidavit filed before the court at Indore in Civil Suit No. 89A of 2006 to complain that since the year 2002, in contravention of the aforesaid agreements and the memoranda of understanding, several shops and offices in the aforesaid "Yashvant Plaza" have been sold away by the company and respondent No. 2 to the detriment of the interest of the appellant. 18. Mr. Vakharia has submitted that the oppression and mismanagement of the company are apparent and need not be proved. 18. Mr. Vakharia has submitted that the oppression and mismanagement of the company are apparent and need not be proved. In spite of its finding against the company and respondent No. 2, the Board has erred in not granting complete relief to the appellant. In support of his submissions, Mr. Vakharia has relied upon the judgments of the Hon'ble Supreme Court in the matters of M.S. Madhusoodhanan v. Kerala Kaumudi P. Ltd., [2004] 9 SCC 204; of Dale and Carrington Invt. P. Ltd. v. P.K. Prathapan, [2005] 1 SCC 212; of Sangramsinh P. Gaekwad v. Shantadevi P. Gaekwad (2005) 123 Comp Cas 566; [2005] 11 SCC 314 ; of Kamal Kumar Dutta v. Ruby General Hospital Ltd., [2006] 7 SCC 613; of V.S. Krishnan v. Westfort Hi-Tech Hospital Ltd., [2008] 3 SCC 363 and of Needle Industries (India) Ltd. v. Needle Industries Newey (India) Holding Ltd., AIR 1981 SC 1298 . 19. Learned advocate Mr. Navin Pahwa has appeared for the company. At the outset, he has submitted that the present appeal under section 10F of the Act is not maintainable. In the submission of Mr. Pahwa, the appeal does not involve a question of law. He has submitted that the appellant disposed of 50 per cent. of his holding of his own volition. The said act cannot be termed as an oppression. The appellant, therefore, cannot claim right of pre-emption. He has further submitted that a single act of oppression would not be sufficient to maintain a petition under section 397/398 of the Act. Oppression, if any, must be established to be continuous. He has submitted that the appellant and his family members were not removed from the board of directors by the company. He has submitted that the appellant and his family members ceased to be the directors of the company as they failed to attend the meetings of the board of directors for three times in a row. He has submitted that the appellant has failed to make out a case of oppression. The petition under sections 397 and 398 of the Act was misconceived. In support of his submission, he has relied upon the accounts and the pleadings submitted before the Board. He has relied upon the judgment in the matter of Sangramsinh P. Gaekwad v. Shantadevi P. Gaekwad, [2005] 11 SCC 314; particularly paragraph 177 thereof. 20. Learned advocate Mr. The petition under sections 397 and 398 of the Act was misconceived. In support of his submission, he has relied upon the accounts and the pleadings submitted before the Board. He has relied upon the judgment in the matter of Sangramsinh P. Gaekwad v. Shantadevi P. Gaekwad, [2005] 11 SCC 314; particularly paragraph 177 thereof. 20. Learned advocate Mr. N.D. Nanavati has appeared for respondent No. 2. Mr. Nanavati has also questioned the maintainability of the present appeal under section 10F of the Act. He has relied upon section 283(1)(g) of the Act to buttress the submission that the appellant and his family members had ceased to be the directors of the company by force of law. He has further submitted that the oppression requires to be specifically pleaded and proved. In the absence of specific allegation of oppression, the petition under section 397 of the Act before the Board was not maintainable. Mr. Nanavati has also relied upon the judgment in the matter of Sangramsinh P. Gaekwad [2005] 11 SCC 314. 21. In the matter of M.S. Madhusoodhanan, [2004] 9 SCC 204, the Hon'ble Supreme Court has discussed the manner and method of proper service of a notice. 22. In the above referred judgment of Kamal Kumar Dutta [2006] 7 SCC 613, the Hon'ble Supreme Court observed that : ". . . the board meetings of the respondent hospital were convened without proper service of notice on appellant Director". In view of the said finding, the Hon'ble Supreme Court was pleased to hold (page 710 of 134 Comp Cas) : "However, we have examined the matter in detail and we are satisfied that there is a fool proof case of oppression". In view of the said finding, the Hon'ble Supreme Court proceeded to set aside the resolutions passed at the concerned board meetings. 23. In the matter of Dale and Carrington Invt. P. Ltd. [2005] 1 SCC 212, the Hon'ble Supreme Court considered the action of the appellant-company in increasing the share capital to reduce the majority shareholder to minority shareholder by mala fide act of the company or its board of directors to be a case of oppression. 24. 23. In the matter of Dale and Carrington Invt. P. Ltd. [2005] 1 SCC 212, the Hon'ble Supreme Court considered the action of the appellant-company in increasing the share capital to reduce the majority shareholder to minority shareholder by mala fide act of the company or its board of directors to be a case of oppression. 24. In the matter of V.S. Krishnan [2008] 3 SCC 363, in paragraph 14 of the judgment, the Hon'ble Supreme Court has summarised the incidences which would make out a case of oppression as under (page 245) : "From the above decisions, it is clear that oppression would be made out : (a) Where the conduct is harsh, burdensome and wrong. (b) Where the conduct is mala fide and is for a collateral purpose where although the ultimate objective may be in the interest of the company, the immediate purpose would result in an advantage for some shareholders vis-a-vis the others. (c) The action is against probity and good conduct. (d) The oppressive act complained of may be fully permissible under law but may yet be oppressive and, therefore, the test as to whether an action is oppressive or not is not based on whether it is legally permissible or not since even if legally permissible, if the action is otherwise against probity, good conduct or is burdensome, harsh or wrong or is mala fide or for a collateral purpose, it would amount to oppression under sections 397 and 398. (e) Once conduct is found to be oppressive under sections 397 and 398, the discretionary power given to the Company Law Board under section 402 to set right, remedy or put an end to such oppression is very wide. (f) As to what are facts which would give rise to or constitute oppression is basically a question of fact and, therefore, whether an act is oppressive or not is fundamentally/basically a question of fact." 25. In the matter of Needle Industries (India) Ltd. AIR 1981 SC 1298 , the Hon'ble Supreme Court has issued a summary of its judgment for guidance. In the matter of Needle Industries (India) Ltd. AIR 1981 SC 1298 , the Hon'ble Supreme Court has issued a summary of its judgment for guidance. While considering what constitutes an act of oppression in extenso, the Hon'ble Supreme Court held (page 780) : "The true position is that an isolated act, which is contrary to law, may not necessarily and by itself support the inference that the law was violated with a mala fide intention or that such violation was burdensome, harsh and wrongful. But a series of illegal acts following upon one another can, in the context, lead justifiably to the conclusion that they are a part of the same transaction, of which the object is to cause or commit the oppression of persons against whom those acts are directed". The Supreme Court further held (page 782) : "It is clear from these various decisions that on a true construction of section 397, an unwise, inefficient or careless conduct of a director in the performance of his duties cannot give rise to a claim for relief under that section. The person complaining of oppression must show that he has been constrained to submit to a conduct which lacks in probity, conduct which is unfair to him and which causes prejudice to him in the exercise of his legal and proprietary rights as a shareholder." 26. In the matter of Sangramsinh P. Gaekwad [2005] 11 SCC 314, the Hon'ble Supreme Court, while considering a case under section 397 of the Act, observed (page 630) : "Mala fides, improper motive and similar other allegations, it is trite, must be pleaded and proved as envisaged in the Code of Civil Procedure. The acts of mala fides are required to be pleaded with full particulars so as to obtain an appropriate relief." 27. We have considered the record, the submissions made by the learned advocates and the above referred judgments. We agree with Mr. Rakesh Gupta. Respondent No. 3 had entered into an agreement with the company and its managing director, respondent No. 2, for development of the land bearing Municipal No. 79 and for the construction of the commercial complex "Yashvant Plaza". Respondent No. 3 is neither a member of the company nor has any connection whatever with the dispute between the appellant on one hand and the company and respondent No. 2 on the other hand. Respondent No. 3 is neither a member of the company nor has any connection whatever with the dispute between the appellant on one hand and the company and respondent No. 2 on the other hand. The appellant could not have and has not pleaded a case of oppression against respondent No. 3 nor did he claim any relief against respondent No. 3 in the petition before the Board. In our view, respondent No. 3 was not a proper party in the petition under section 397 of the Act filed by the appellant. Respondent No. 3 has been unnecessarily dragged into the present litigation. In our opinion, the Board ought to have accepted the plea of respondent No. 3 and ought to have discharged respondent No. 3 from the array of the party respondents. 28. As to the maintainability of the petition under section 397/398 of the Act, it is true that on the date of the petition the appellant did not hold the required 10 per cent. of the shares in the company. But, as recorded hereinabove, originally the appellant had been allotted 50 per cent. of the shares in the company. Out of the said shares held by the appellant, he sold away 50 per cent. of the shares to Durgesh Shukla and Sanjay Shukla, the sons of the above referred Vishnuprasad Shukla. Thus, the appellant's holding was reduced to 25 per cent. by his own action. However, the appellant's holding was further reduced to less than 10 per cent. by an illegal act of the company and respondent No. 2 of increasing the authorised share capital of the company and of making clandestine allotment of additional shares to respondent No. 2 or the members of his family. In our opinion, reduction in the appellant's holding to less than 10 per cent. by dubious acts of the company and respondent No. 2 is of no consequence. That would not dis-entitle the appellant from availing of the remedy under sections 397 and 398 of the Act. 29. It is true that the appellant and the members of his family did not remain present in three consecutive meetings of the board of directors of the company. Section 283 of the Act provides for vacation of office by directors. That would not dis-entitle the appellant from availing of the remedy under sections 397 and 398 of the Act. 29. It is true that the appellant and the members of his family did not remain present in three consecutive meetings of the board of directors of the company. Section 283 of the Act provides for vacation of office by directors. Clause (g) of sub-section (1) thereof refers to absence of a director from three consecutive meetings of the board of directors or from all the meetings of the board for a continuous period of three months, whichever is longer, without obtaining leave of absence from the board. Hence ordinarily, unless he is granted the leave of absence, a director would cease to hold office if he abstains from attending the board meetings three times in a row or for continuous period of three months. However, in the present case, it is the specific plea of the appellant that he or the members of his family were not given notice of meetings of the board of directors. In other words, they were restrained from attending the meetings of the board of directors. The specific allegation has not been answered either by the company or by respondent No. 2. Before us, learned advocate Mr. Nanavati has candidly admitted that neither the allegation has been denied nor there is any material on record to show that the notice of meetings was indeed given to the appellant and the members of his family. 30. In the above fact situation, we are of the opinion that the company and respondent No. 2 connived to ensure that the appellant and the members of his family did not attend the meetings of the board of directors of the company. In such meetings, the company increased its share capital and allotted the additional shares to respondent No. 2 and his son. Such allotments were made obviously with an intention to reduce the appellant to a frail minority. There could not have been a worse case of oppression. The Board has rightly set aside the allotment of 18,876 shares (2876, 14,000 and 2000) made on November 24, 2003, July 14, 2005 and July 27, 2005. 31. In view of its finding of oppression, the Board ought to have given complete relief to the appellant. The Board has stopped short of granting the complete relief. The Board has rightly set aside the allotment of 18,876 shares (2876, 14,000 and 2000) made on November 24, 2003, July 14, 2005 and July 27, 2005. 31. In view of its finding of oppression, the Board ought to have given complete relief to the appellant. The Board has stopped short of granting the complete relief. We are also of the opinion that the Board has rightly not entertained the complaint in respect of the allocation of shops and offices and the proceeds received from such transfer. That is the subject-matter of the arbitration pending before the arbitral tribunal. 32. In the above view of the matter, we partly allow O.J. Appeal No. 245 of 2007. We hold that the company and respondent No. 2 prevented the appellant and the members of his family from attending the meetings of the board of directors of the company. We also hold that the appellant and the members of his family have been removed by the company and respondent No. 2 from the office of the directors surreptitiously. The company and respondent No. 2 connived to increase the share capital at such meetings and clandestinely allotted additional 18,876 shares to respondent No. 2 and his group with a view to reducing respondent No. 2 and his group to a flimsy minority. We confirm the order of the Board (page 760 of 147 Comp Cas) : "to set aside the allotment of shares made on November 24, 2003, July 14, 2005 and July 27, 2005 totalling to 18,876 (2,876 + 14,000 + 2,000), the allotment is declared null and void and the status quo ante is restored". 33. We further direct that respondent No. 2 and the members of his family will, within three months from today, refund the amount of dividend received by them on the aforesaid 18,876 shares to the company. The action of the company and its board of directors in removing the appellant and the members of his family from the office of the directors is held to be illegal and is set aside. The appellant and the members of his family are restored as the chairman and joint managing director and the directors of the company. 34. In view of the above judgment and the directions, O.J. Appeal No. 254 of 2007 preferred by the company and respondent No. 2 is dismissed. Civil applications stand disposed of. 35. The appellant and the members of his family are restored as the chairman and joint managing director and the directors of the company. 34. In view of the above judgment and the directions, O.J. Appeal No. 254 of 2007 preferred by the company and respondent No. 2 is dismissed. Civil applications stand disposed of. 35. The company and respondent No. 2 will jointly bear the cost of the appellant throughout. The appellant Rajendrakumar Tekriwal will bear the cost of respondent No. 3 Anandrao Gaekwad. The cost to respondent No.3 is quantified at Rs. 15,000. 36. The registry will maintain copy of this judgment in each appeal.