9911796707
TMI Blog1984 (1) TMI 255X X X X Extracts X X X X X X X X Extracts X X X X ..... ppressive to them. This company was incorporated on October 29, 1974. Initially, the promoters of the company were four groups, namely, P. L. Gupta group, D. P. Agarwal group, Basheshar Nath group and Anil Saran group. P. L. Gupta was appointed the managing director of the company for a period of five years. Thereafter, in the year 1978, the board of directors removed him from the said position. It appears, subsequently, disputes took place between the parties and, ultimately, the management of the company went into the hands of Basheshar Nath group and Anil Saran group. This petition consequently, has been filed by D. P. Agarwal group seeking relief from this court against the Basheshar Nath group and Anil Saran group. P. L. Gupta has be ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... gement to the D. P. Agarwal group thus terminating the dispute between the D. P. Agarwal group on the one hand and the Basheshar Nath group and Anil Saran group on the other. P. L. Gupta, respondent No. 9, appeared to contest this petition in spite of the fact that learned counsel for the petitioners stated before this court that the petitioners do no want to claim any relief against P. L. Gupta. It is necessary here to state certain facts in regard to the status of P. L. Gupta in the company. P. L. Gupta was appointed as managing director of the company on August 14, 1975, for a period of five years after necessary approval had been taken from the Central Government. On July 1, 1978, differences arose between the managing director and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f the oppression sought to be caused to the petitioners because of the mismanagement of the company. Sri P. L. Gupta, not having control over the management of the company, is not at all affected by any compromise which may have been arrived at between the petitioners and the other two groups. In any case, I am considering the arguments raised by counsel for P. L. Gupta in this regard. The first contention raised by learned counsel for P. L. Gupta is that this petition is not maintainable and, as such, the terms of the compromise cannot be accepted in this petition. His submission is that the petitioners do not have the requisite number of shares as provided by section 399 of the Act. It is not disputed that the total issued capital of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d that the petition is not maintainable because of the provisions of section 399 of the Act. The second submission made by the learned counsel for P. L. Gupta is that the petition does not disclose any cause of action for grant of a relief under sections 397 and 398 of the Act. It is not necessary for me to go into the details of the various allegations made in the petition. It would be sufficient to consider only one set of allegations, namely, in regard to the non-registration of the shares of the petitioners, which they have purchased from time to time. P. L. Gupta group had to file Company Petitions Nos. 3, 4, 18, 19 and 21 of 1981 and No. 1 of 1982 for rectification of the register of members of the company. I had already allowed C ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ief under these sections. The main case of the petitioners, in the instant case, is that the company has unjustifiably refused to register their shares with the motive to retain control over the affairs of the company. In my opinion, on this ground, the petition is maintainable. In the circumstances, it cannot be said that there is no cause of action for the petitioners to file the present petition and, as such, this court has no jurisdiction to record the terms of the compromise. In regard to the terms of the compromise, counsel for P. L. Gupta has particularly objected to clause 5 whereunder Sri Ashok Kumar Agarwal has been authorised to take possession of the books, records and documents, and papers of the company, which are lying wi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n the interest of the company that the two groups transfer their shares to the petitioner's group so that all these litigations come to an end, the relations between the three groups may become normal and the company may start functioning. Petitions Nos. 18 19 and 21 of 1981 and No. 1 of 1982 in regard to the registration of the shares of the company would also be finally disposed of, thereby terminating the dispute between the parties in regard to the registration of the shares. It has been stated that the company has borrowed money from Lakshmi Commercial Bank Ltd. and the U. P. State Financial Corporation. The compromise will benefit both the bank as well as the U. P. State Financial Corporation, as these authorities will be able now t ..... X X X X Extracts X X X X X X X X Extracts X X X X
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