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Issues Involved:
1. Validity and maintainability of the petition u/s 397 and 398 of the Companies Act, 1956. 2. Interpretation of "consent in writing" u/s 399(3) of the Companies Act, 1956. Summary: Issue 1: Validity and maintainability of the petition u/s 397 and 398 of the Companies Act, 1956 The appellant filed a petition u/s 397 and 398 of the Companies Act, 1956, seeking various reliefs including the suspension of the board of directors, investigation into the affairs of the company, and shifting of the registered office. The petition was dismissed by the lower court on the grounds that it did not meet the conditions precedent prescribed by the statute for its validity and maintainability. The appellant challenged this conclusion. Issue 2: Interpretation of "consent in writing" u/s 399(3) of the Companies Act, 1956 The appellant submitted a letter of consent signed by 147 shareholders to satisfy the requirements of section 399 of the Act. However, 73 affidavits were filed by some of these shareholders stating that they were misled into signing the consent and did not intend to support the petition. The court examined whether the consent obtained was valid under section 399(3). It was held that "consent in writing" must be an informed consent to the specific petition, including the particular allegations and reliefs sought. A blanket consent without knowledge of the petition's content does not satisfy the statutory requirement. The court concluded that the consent obtained by the appellant did not meet these criteria, rendering the petition not maintainable. Conclusion: The appeal was dismissed as the petition did not comply with the requirements of section 399(3) of the Companies Act, 1956, due to the lack of valid and informed consent from the shareholders.
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