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TMI Blog2009 (2) TMI 868X X X X Extracts X X X X X X X X Extracts X X X X ..... pugned in the petition. He has filed an application CA 364/2008 seeking for tagging this petition with CP 86/2006 filed by another shareholder on the same set of allegations. The respondents have filed CA 363/2008 challenging the maintainability of the petition in terms of section 399. 2. The facts of the case are that the company was a family company incorporated in 1993 with the petitioner and four of his brothers being the signatories to the memorandum and subscribing to 100 equity shares each of ₹ 10. Thus, each held 20 per cent shares in the company. The paid-up capital remained as ₹ 5,000 till 26-8-2000. The petitioner was one of the five directors on the board. He resigned from the Board sometime in 2004. According to ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... by one Rishi Bhatia against the company regarding the sale of the land of the company, due to which, the petitioner resigned as a director on 25-3-2004. At the time of resignation, he never objected to the shares that had been allotted upto that date, which now he is challenging. Joginder Singh died in 2005, whereafter, the shares held by him were transmitted to his wife. All the shareholders of the company except the petitioner have transferred all their shares in favour of 16th/ 17th respondent and their group. On acquisition of these shares, presently, the management is under the control of 16th/17th respondent, who have invested more than ₹ 6 crores, not only to meet the liabilities of the company, but also to compromise the suit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... embers in the company, the petitioner does not qualify to file this petition in terms of section 399 of the Act and as such the same should be dismissed. 5. Shri Mohit Choudhary appearing for petitioner submitted that since all the allotments made after 2000 came to the knowledge of the petitioner only in 2006 from the proceedings relating to CP No. 86 of 2006, there is no delay in filing this petition. It is an admitted fact that the petitioner was holding 20 per cent shares in 2000 and was also constituted 1/5th of the membership in the company. This Board has consistently taken a view that if the percentage shareholding come to below 10 per cent due to allotment of further shares and if the allotments are also challenged in the petiti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n the Board. Even otherwise, according to his own averment, he came to know of the allotments in 2006 from the proceeding in CP 86/2006, but even then he did not approach this Board immediately. This petition was filed only in May 2008. Therefore, it is crystal clear that there had been undue delay and latches in filing this petition. Since on the day of filing of the petition, the petitioner did not hold 10 per cent shares nor constituted 1/10th of membership of the company, I dismiss this petition as not maintainable in terms of section 399 of the Act. 7. In view of the dismissal of the petition, CA 364 has become infructuous. I make it abundantly clear that this dismissal is not a bar in the respondents from negotiating for purchase o ..... X X X X Extracts X X X X X X X X Extracts X X X X
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