9911796707
TMI Blog2005 (2) TMI 884X X X X Extracts X X X X X X X X Extracts X X X X ..... controlled by majority shareholders have been referred as S. B. Patil Group and petitioners have been collectively referred as the Geeta Group for the sake of convenience. In the year 1981, both the groups decided to set up a private limited company with the object and manufacture of Prestressed Concrete Railway Sleepers under the name find style of M/s Kapricon Sleepers Works P. Ltd. with 20% shareholding for the petitioner and 80% shareholding for the respondent group 2. The, learned counsel or the petitioner submitted that in violation of Clause 6 of the articles of association of the respondent company under the heading Allotment clearly indicates that any issue of new or further share capital of the company shall be first offe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ries carried out in respondents own books of accounts. The respondents have made lot of contradictory statements like the increased capital was reflected in audit accounts of 31.3.1999 and was signed and authenticated by the petitioner groups director Shri Brij Gopal Tapadiya. The director attended only one Board Meeting on 29.9.1999 in terms of order dated 5.12.2002 of this Hon'ble Board in CP No. 69/2002. It is alleged that the notices to the director have been sent by Regd. Post but not a single proof in support has been given. All these provide ample and concrete evidence or false and untrue statement of the respondents. 3. The learned counsel for petitioner further submitted that apart from the above enhancement of share capital ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ned counsel for petitioner further submitted that the company purchased the guest house at Sikanderabad costing ₹ 15 lakhs for purpose of boarding 2nd lodging of the guest of the company but the same is now used by Managing Director as his residence and entire maintenance is borne by the company and the guests are being lodged in Hotels, thus incurring substantial expenses. Similarly the respondents, though having surplus -huge profits every year, no dividend is being paid to any of these shareholders since 1989 as per balance sheets and the Annual reports. The respondent company is continuing with their earlier practice of not issuing any notice of Board Meetings, Annual General Meetings and Extraordinary General Meetings of the Memb ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... issued share capital nor one tenth of the total number of members as required under the provisions of section 399 of the Companies Act. The letter of consent attached with the petition do not satisfy the test laid down in Section 399(3) of the Act which is a substantive requirement and cannot be fulfilled after filing the petition. The learned counsel relied on the case law reported in (1997) 13 Supreme Court page 2 to 9 in the case of S. S. Lakshmi Narayan V. Platt India Ltd. The petition is also not maintainable in the absence of averments in terms of section 397(2)(b) of the Companies act, that the facts justify making of an order of winding up on just and equitable grounds, but winding up would unfairly prejudice the interest of the pet ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... re capital of 50,00,000 has been signed by Brij Gopal Kapadia as a director of the company. The accounts Books of Head Office of the respondent company are maintained and annual accounts are finalised by the staff of M/s Press Tress India Pvt. Ltd., which is a company of the petitioner group. Thus petitioners group is fully aware of the day to day affairs of the respondent company. Dealing with loan advance to group company, the learned counsel for respondent submitted that the interest free loan was advanced long back to Raghavendra Press Tress Products Pvt. Ltd. whose shares are held by respondent group and petitioner group . The petitioner was also director upto 22.4.2002 in this company. The Board of directors took the decision not to c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... out and are now pressurising to extract more money from the respondents. The petition is shear abuse of the process of court and law and be dismissed with costs. 8. I have gone through the pleadings and averments made by both parties. The issues raised by the petitioners seem to be management decisions. The instances like interest free loans given to sister concerns, non declaration of dividend and calling of future Annual General Meeting by sending notice by Regd. AD, are some of the suggestions which do not constitute any oppression to the petitioner group. These are management decisions which may subsequently be found wrong but they are not with any prejudice to any member. Moreover, the petitioner group was never in majority and the ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
