2014 (7) TMI 917 - HC - Companies Law

Mismanagement and oppression by the majority shareholder - appointment of Mr Gautam Agarwal as an Additional Director of the Company - petitioner has alleged that Mr Gautam Agarwal was only 20 years old the day he was appointed as an Additional Director. - Held that - prima facie established that the resources of the company have been used for the benefit of Smt Raj Kumari Agarwal and her family. And, the petitioners have apparently been excluded from the affairs of the company. - it will be appropriate that an administrator be appointed for overseeing the affairs of the Company - administrator appointed with certain guidelines and conditions.

Issues Involved:
1. Appointment of a receiver/administrator and removal of Mr. Gautam Agarwal from the Board of Directors.
2. Allegations of mismanagement and oppression by the majority shareholders.
3. Misuse of company funds for personal expenses.
4. Allegations of fraudulent property transactions and breach of court orders.
5. Appointment of an administrator to oversee the company's affairs.

Detailed Analysis:

1. Appointment of a Receiver/Administrator and Removal of Mr. Gautam Agarwal:
The petitioners filed applications under Section 403 of the Companies Act, 1956, seeking the appointment of a receiver/administrator to take over the management of the respondent company and the removal of Mr. Gautam Agarwal from the Board of Directors. They also sought to debar Mr. Gautam Agarwal and Mrs. Raj Kumari Agarwal from participating in the management of the company.

2. Allegations of Mismanagement and Oppression by the Majority Shareholders:
The petitioners filed a company petition under Sections 397 and 398 of the Companies Act, alleging mismanagement and oppression by the majority shareholders. They claimed that the company was being run for the benefit of Mrs. Raj Kumari Agarwal and her family. They sought details regarding the educational and other expenses of Mr. Gautam Agarwal and questioned the need for opening a branch office in Bangalore.

3. Misuse of Company Funds for Personal Expenses:
The petitioners alleged that personal expenses of the majority shareholders were being passed off as company expenses. They provided examples such as capitation fees being recorded as consultation charges, and expenses on pooja and gifts being debited to the company. They also alleged that the company had fraudulently surrendered valuable properties and let out another property to Mrs. Raj Kumari Agarwal at a nominal rent.

4. Allegations of Fraudulent Property Transactions and Breach of Court Orders:
The petitioners alleged that the company had breached court orders by selling properties despite restrain orders. They claimed that the company sold a property in Defence Colony, New Delhi, for a paltry sum despite previous court orders prohibiting the sale of immovable properties. The respondents admitted to the sale but claimed ignorance of the court orders.

5. Appointment of an Administrator to Oversee the Company's Affairs:
The court found prima facie evidence that the resources of the company were being used for the benefit of Mrs. Raj Kumari Agarwal and her family, excluding the petitioners from the company's affairs. Consequently, the court deemed it appropriate to appoint an administrator to oversee the company's affairs. The court issued several directions, including the handover of statutory records to the administrator, restricted operation of bank accounts, and the appointment of an independent auditor to investigate the company's records and books of accounts.

Conclusion:
The court appointed Mr. Mayank Goel as the administrator of the company, with an initial remuneration of Rs. 50,000 per month, subject to potential enhancement. The administrator was granted liberty to seek any other relief on behalf of the company if necessary. The question of the amount payable by Mr. Gautam Agarwal and the respondents to the company and/or the petitioners would be decided at the final hearing of the petition. The applications were disposed of in terms of the aforementioned directions.

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