9911796707
TMI Blog2000 (5) TMI 1083X X X X Extracts X X X X X X X X Extracts X X X X ..... e sides to the High Court of Bom- bay which were subsequently dismissed. These application have been filed seeking implementation of the directions given in the order dated 22.3.1999. 2. The directions given in the order dated 22.3.1999 [since reported as Dipak G. Mehta v. Shree Anupam Chemicals (India) (P) Ltd. (1999) 2 Comp LJ 539 (CLB) are as follows (hereinafter referred to as directions): 1. The Board of directors stands reconstituted with immediate effect with the petitioners 1 and 4, and respondent 2, as directors. 2. The reconstituted Board will meet within a week from the date of this order and allot shares to Group A against their share application money of ₹ 29 lakhs. 3. Respondent 7, 8 and 9 will have the optio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ons contained in paragraph 4 above. According to the respondents, they had made an offer to sell the shares of 1 lakh held by them to Group A for ₹ 10 lakhs and without accepting the shares within 15 days, they are refusing to accepted the same. Their further grievance is that they had invested a sum of ₹ 11.4 lakhs as share application money which also the Group A has not refunded. The grievances of the 2nd respondent is that in spite of the directions con- tained in para 5 above, the petitioners have declared the 2nd respondent to have ceased to be a director in terms of Section 293(1)(g) of the Act and that they have also allotted shares to him against application money and that have also failed to implement the directions in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he pendency of the appeals in the Bombay High Court and, therefore, his absence in these meetings cannot be a ground to invoke the provisions of Section 283(1)(g) of the Act especially, in view of the directions contained in para 5 of the directions, accord- ing to which the 2ns respondent is entitled to be a director as long as he is a share- holder. He also, referring to para 7, submitted that since the 2nd respondent has offered to sell his shares to Group A, they are bound to purchase the shares held by 2nd respondent and the company be directed to refund the money invested by this respondent by cancelling the allotment of shares made to him without any applica- tion for allotment of shares. 6. Ms. Bina Gupta, Advocate, appearing for ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ings and since he did not attend the same, he vacated the office of director in terms of Section 283(1)(g) of the Act. As far as allot- ment of shares to this respondent is concerned, she pointed out that of the total amount of ₹ 7.2 lakhs in the name of the respondent as share application money, he had already withdrawn a sum of ₹ 2.73 lakhs and the Board of directors allotted shares for the balance amount of ₹ 4.47 lakhs. Therefore, she submitted that the question for refunding the amount of ₹ 7.2 lakhs does not arise. 7. We have considered the pleadings and arguments of the counsel. Our findings in CP 46 of 1998 were that the respondent had highjacked the company from the petitioners by allotment of further sha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ondent to direct the Group A to purchase the share held by him and also refund the application money, since this prayer does not arise out of the directions in our order, we decline to pass any order on this prayer. As far as declaring the 2nd respondent to have ceased to be a director in terms of Sec- tion 283(1)(g) of the Act, we find that this respondent had not attended the Board meeting held on 25.3.1999, 7.4.1999 and 30.7.1999. According to this respondent, he did not attend the meeting on 25.3.1999 and 7.4.1999 as they were held during the pendency of the appeals in the Bombay High Court. We are, therefore, of the view that considering para 5 our directions that as long as the 2nd respondent continues as a shareholder, he will be a d ..... X X X X Extracts X X X X X X X X Extracts X X X X
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