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TMI Blog2004 (6) TMI 633X X X X Extracts X X X X X X X X Extracts X X X X ..... oner NO, increase in the paid up share capital of the company from ₹ 7,06,000 to 9,71,000 without any approval from the Board of Director/EGM and mismanagement etc. 3. The learned counsel for the petitioner submitted: M/s Thinlac Enterprises Pvt. Ltd was incorporated on 26.05.1995 by the fore fathers Mr. Subhash Chandra, Smt. Krishna Bala, Ms. Hardeep Kaur, petitioner No. 1 and Shri Tripat Jeet Singh Bedi (petitioner No. 2) each having 100 equity shares of the company. The authorized share capital of the company was ₹ 10 lakhs divided into 1 lakh equity shares of ₹ 10 each. The petitioners initially were allotted 200 equity shares and they claim that their shareholding has been increased to 40,200 shares in this company. As petitioner No. 3 had further purchased 20,000 equity shares of the company from Bahubali Rubber P. Ltd. and 10,000 shares from Mr. Ravinder Kumar Agarwal. However, the respondent have not deliberately registered the said 30,000 shares in the name of the petitioner No. 3. Respondent No. 1 was in charge of looking after the finance, accounts and statutory returns etc of the respondent company whereas the petitioner was looking after the manufa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... their part. The affairs of the company are being conducted in a matter oppressive to petitioners and prejudicial to company and also prejudicial to the public interest. 4. The petitioners have also submitted that the respondents during the pendency of the present company petition alleged to have held the AGM of the respondent company on 30.9.2003 without informing this bench or the petitioners. The respondents have alleged that they have sent notices to petitioners through UPC which is totally contrary to the guidelines of the Hon'ble High Court of Delhi in the case of Trilokchand Khanna v. Rajkumar Kapur, 1983 (54 Com. Cases(Delhi) and it has been held that A me of the majority group had no proper notice of the meeting of the Board held on 30.3.1978 and 26.4.1978, because no Registered A.D. notice was sent to him even though that was not the strict legal requirement. It follows, therefore, that either these meetings were not held or if they were held, the person concerned was not properly notified. . 5. The petitioners submit that in view of the provisions of Section 53(2)(A) of Companies Act, 1956 i.e. service of document/notice shall not be deemed to be effective un ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... for the last eight months as alleged by the petitioner, the facts behind the company not doing any businesses is that there are two companies namely, Thinlac Enterprises Pvt. Ltd. and Kakkar Organics Pvt. Ltd. and one partnership namely, Thinners and Lackers in which the family members and relatives of petitioner/respondents are involved. There was a fierce dispute between the partners of the firm and the petitioner No. 2 locked the office of the partnership firm on 3.12.2002. The respondents tried to concentrate on the company Thinlac Enterprises Pvt. Ltd but the petitioners started creating nuisance by discouraging the suppliers who were supplying on credit and by spreading the rumors that the respondent company is going to be closed. The petitioners also wanted to forcefully take managerial control over the other company namely, Kakkar Organics Pvt. Ltd. The police authorities have registered a complaint under Section 107 and 116 of Criminal Procedural Code on this dispute. The petitioner No. 3., son of petitioner No. 1 and 2 has formed a new proprietorship firm by the name of Deep Chemicals which has started marketing the products under the same brand as of the respondent compa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e to the petition. 9. All other prayers are of frivolous in nature and I need not be discussed. As regards purchase of additional 30,000 shares by the petitioner No. 3 from Bahubali Rubbers Pvt. Ltd. and Mr. Ravinder Kumar Agarwal, it is the contention of the respondents that the petitioner never filed proper documents before the respondent company for transferring shares on their names. In view of this, the petitioners may lodge all requisite documents with the company and if they are in order, the company will register the shares in the name of the third petitioner. 10. Regarding resignation from the directorship by the petitioner No. 1 Smt. Hardeep Kaur, the respondent company has filed photocopy of resignation letter dated 1.1.2002 and also produced original resignation letter signed by petitioner No. 1 in the court. The petitioner has not established that the letter did not contain her signatures. During the course of arguments, it was only mentioned that petitioner No. 1 has not resigned and the respondents have also failed to file the copy of the minutes of the Board Meeting in which the resignation was accepted. However, this position had been clarified to ROC by the ..... X X X X Extracts X X X X X X X X Extracts X X X X
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