CLB proceedings

What are the facts of your case.

Company X formed in Mumbai has three shareholders Mr A, Mr B and Mrs B.

Mr A has 50%, Mr B has 47.5% and Mrs B has 2.5%.  Mr B and Mrs B are directors.

(Mr A is a nephew of Mr B). Only an industrial property is owned by the company which is let out on 99 month licence agreement.

Mr B falls ill. The company decides to appoint Mr A as a director. Resolution is passed and signed by both the directors ( Mr & Mrs B). The company accountant is instructed to carry out the formalities ( PAN card, DIN number and form 32 etc.). While the PAN & DIN applications are progressing, sadly Mr B expires. From hereon Mrs B stops co-operating and ignores information request from Mr A. She also ignores my directorship and appoints her sister as a director.

Mr A was advised to starts a civil suit but no CLB proceeding was started.

While civil suit is continuing, Mrs B appoints additional director and increases her shares without any notice to Mr A. Mr A now has less than 10% shares. Mr A has recently discovered the above mismanagement.

– Is mismanagement under section 397, 398 the best proceedings or some other proceeding would be better?

– Do I have to file a petition first and then the application to CLB?

                 What r the differences?  Are both necessary?