9911796707
TMI Blog2011 (10) TMI 516X X X X Extracts X X X X X X X X Extracts X X X X ..... titioner submitted the brief facts. He submitted that as per the annual return filed by the company after the AGM held on 5th August, 2005 the petitioners are holding 7,81,500 shares of Rs. 10 each of the company. The annual returns filed by the company after the annual general meeting ('AGM') held on 10th May, 2006 and 29th September, 2007 did not contain the list of shareholders. The share capital of the company had gone up from Rs. 454.98 lakh as on 31st March, 2005 to Rs. 800 lakh as on 31st March, 2006. The petitioner was not allotted any additional equity. In view of the above oppressive actions of the respondents, some of the parties filed a petition under sections 397 and 398 of the Act on 7th May, 2008 with this Bench. Despite bein ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... has filed a revised Return for the year ended 31st March, 2008 for which the AGM was already held on 28th July, 2008. The share transfers attached to the return show that the petitioner's shares have been transferred in favour of Volition Trading (P.) Ltd. on 21st October, 2007. The petitioner has not transferred their shares in favour of Volition Trading (P.) Ltd. and they have not signed any transfer forms. All the original share certificates are still in the custody of the petitioner. They have also not received any consideration and as such the above transfers are fraudulent and invalid. This manipulation has been resorted to by the respondent No.2 in order to usurp total control of the company. The respondent-company has transferred t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d of stakeholder in the R1-company. The ownership of the R1-company is with the respondents as per the aforesaid settlement and award. The hon'ble High Court of Gujarat vide its order dated 22nd July, 2008 given in the case of Pankaj Aluminium Industries (P.) Ltd. v. Pankaj Extrusions Ltd. [2009] 90 SCL 196 have recognised the existence of these arbitration proceeding and arbitration award. This order of the High Court has not been challenged by the petitioner. Had their rights been adversely affected the petitioner would have definitely taken effective steps against the order of the hon'ble High Court of Gujarat. But the fact remains that no such steps have been taken by the petitioner. Therefore, in other words the order is accepted by th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... a fact that the petitioner has already acquired firms and companies which came to their fold in terms of the aforesaid family settlement and award. Due to their own gross mismanagement, their firms and companies have gone into financial and operational difficulties. The respondents due to their good corporate governance and ethical business practices have established a name and brand in the aluminium industrial world. He submitted that the petition is mala fide and made in gross prejudice to the law, justice and fair play in the business activities. The petition is a consequence of illegal greed and, therefore, the same may be dismissed with cost. 5. Heard, the learned counsel and PCS appeared for the respective parties The only issue in t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he name of any person -- after having been entered in the register, is, without sufficient cause, omitted therefrom." The case of the petitioner is that the respondents have removed their name without sufficient cause and without due compliance of the provisions of law and entered the name of respondent No. 3. From the pleadings it is unequivocal that there is a family settlement and the transfers have taken place pursuant to the said family settlement. However, the same could not fructify and the differences and disputes arose between them which lead to filing of these petitions. However, upon considering the factual position it is apparent that the respondents have not complied with the provisions of law in respect of transfer of shares ..... X X X X Extracts X X X X X X X X Extracts X X X X
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