Bikki Raveendra Babu, Member - (1.) Mr. Ambalal Hiralal Patel and Mr. Kantilal Purshottamdas Patel incorporated a company in the name and style as M/s. Mentac Pharmaceuticals P. Ltd., on May 12, 1988 under the provisions of the Companies Act, 1956 (hereinafter called as the "Act") having its registered office in the State of Gujarat. The name of the company was changed as M/s. Biocare Remedies P. Ltd., i.e., the first respondent (hereinafter called as "company") with effect from February 24, 1994. There has been lot of changes in the shareholding of the company and what is relevant for the purpose of this petition is from March 31, 1999. The following are the directors of the company as on March 31, 2009: (a) Shri Sanjivbhai K. Patel (petitioner No. 1). (b) Shri Pankajbhai C. Patel (petitioner No. 3). (c) Shri Rajendra Kumar N. Arora.
(2.) The following are the shareholders of the company as on March 31, 2009:
(3.) On November 22, 2001 admittedly, there was an understanding between petitioners Nos. 1, 3 and Rajendrakumar Arora as directors of the company and their relatives holding 100 per cent paid-up share capital in the company on one hand and the second respondent on the other hand, which was reduced into writing in the form of a memorandum of understanding on November 22, 2001.;