9911796707
TMI Blog2018 (3) TMI 1714X X X X Extracts X X X X X X X X Extracts X X X X ..... olding pattern with regard to the first respondent-company as on September 25, 1997 is restored along with the issued, sub scribed and paid-up capital of 6,10,000 consisting of 6,100 equity shares of 100 each. Accordingly, the register of members of the first respondent-company shall stand rectified by entering the names of the petitioners and removing the names of respondents Nos. 4 to 29. Petition disposed off. X X X X Extracts X X X X X X X X Extracts X X X X ..... shares and the annual returns filed up to September 25, 1997. The petitioners have placed the copy of the said annual return on the file. According to the petitioners, as of March 31, 1997 the issued, subscribed and paid-up capital of the company was ₹ 6,10,000 consisting of 6,100 equity shares of ₹ 100 each. In support of the same, the audited balance-sheets for the year ended March 31, 1996 and March 31, 1997 filed with the Registrar of Companies are also placed on the file. 6. The petitioners have submitted that the meetings were held on informal basis and no annual general meetings were ever held and then accounts were not placed before the general body of shareholders by respondents Nos. 2 and 3, who were running the affairs of the company. It has been alleged that, respondents Nos. 2 and 3 without the knowledge of the petitioners, entered into a private arrangement with respondent No. 4 and his group and handed over the management of the company to respondents Nos. 4 and 5, and their henchmen. On inspection of the records of the Registrar of Companies, the petitioners came to know that respondents Nos. 2 and 3 have shown the induction of respondents Nos. 4 and 5 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ers are kept in the dark. The office of the board has been usurped, which has prevented the petitioners from entering or asserting their rights in the management of the first respondent-company. Thus, the collusive actions of respondents Nos. 2, 3, 4, 5, 6, 7 and 8 have an ever lasting impact vis-a-vis the petitioners and the first respondent-company. 10. The petitioners submitted that the very trust and confidence reposed on respondents Nos. 2 and 3 have been lost. In a private limited company, such as the first respondent-company the mutual trust and confidence is the very substratum of the company and there has been clear breach of such trust. 11. The affairs of the company are being run in a manner prejudicial to the interests of the shareholders and the first respondent-company which would justify the passing of order of winding up on just and equitable ground. However, passing of an order of winding up would not be in the interest of the company as well the petitioners/shareholders. 12. There is lack of probity and conduct of the respondents is harsh and burdensome on the petitioners as well on the first respondent-company, which is liable to be rectified only by the order ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... i.e., respondents Nos. 4 and 5 have created documents, as if some resolutions were passed in the first respondent-company, replacing respondents Nos. 2 and 3 from the board of directors and inducted themselves as the directors. 15. The answering respondents have also admitted that as per the article 3(c) of the articles of association of the first respondent-company, the transfer of shares of the company is permissible among the members only. The company had not received any capital from any third party or respondents Nos. 4 to 29. The respondents have submitted that the annual returns filed by respondents Nos. 6, 7 and 8, purporting them to be the directors, with the names of 26 persons as shareholders excluding all the actual shareholders is a rank forgery and fraud in which the answering respondents have no role or a part. It has specifically been mentioned by the answering respondents that respondents Nos. 4 to 29 have not contributed any capital to the company or even they did not get any share from the shareholders of the first respondent-company. It has been submitted that respondents Nos. 2 and 3 were facing a criminal case in respect of running a finance company, and all ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nasamy and Mr. Palanisamy had run a finance company M/s. Raji Finance, Erode, which was closed in April, 1998 due to loss and inability to run the company as they were facing criminal charges. • The first respondent-company had leased out its property at Kalam palayam Village on rental basis to M/s. Godrej Argovet Ltd., prior to 1998 and the factory of the company was run by Godrej Agrovet Co., to whom Raji Feeds P. Ltd., owed some dues. • Promoter directors Mr. Chinnasamy and Mr. Palanisamy were holding office as the managing director and director of the company respectively and had accepted capital contribution from the petitioners and allotted shares to the petitioners. • On account of the dues, the first respondent-company owed to M/s. Godrej Agrovet Ltd., the officials of M/s. Godrej Agrovet Ltd., had obtained signature of the then managing director Mr. Chinnasamy in blank letter head papers of the company as a security for the dues owed by Raji Feeds P. Ltd. • Respondents Nos. 4 and 5, viz., Mr. S. P. Perumal and Mr. S. Vijayakumar had created documents by passing some resolutions and inducted themselves as directors using the unfilled letter head ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e annual general meeting dated September 25, 1997 have been replaced by fresh list of shareholders as on the annual general meeting dated September 30, 1998 except three shareholders. However, the commissioner has submitted that more details could have not been obtained. Heard counsel for the petitioners, perused the pleadings and the report of the Commissioner. 20. It appears that the petitioners who are twelve in numbers were approached by respondents Nos. 2 and 3, who were the managing director and director respectively of the first respondent-company, for seeking capital contribution. The petitioners have made the capital contribution and the shares were allotted to the petitioners, as has been enumerated at paragraph 4 hereinabove. The allotment of shares also reflects from Form 2 and annual returns filed up to September 25, 1997. 21. The issued, subscribed and paid-up capital of the first respondent-company was ₹ 6,10,000 comprising of 6,100 equity shares of ₹ 100 each, as evidenced from the audited balance-sheets for the year ended March 31, 1996 and March 31, 1997 filed with the RoC, the copies of which are placed on the file as annexures P4 and P5. 22. It i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... en found that 1,400 shares were allotted to respondent No. 4, which is also against the order of the then Company Law Board dated February 19, 2008 wherein the parties to the proceedings were directed to maintain status quo regarding shareholding pattern in the first respondent-company, till further orders. 26. The Commissioner has also recorded in his report that the annual returns filed up to March 31, 2012 and March 31, 2013 show that the share of the fourth respondent, viz., Mr. S. P. Perumal is shown as 4,576 shares, and his son Mr. Vinod Kumar has been inducted as a new by allotting 250 shares and some of the original shareholders were deleted from the shareholders list. 27. The Commissioner has recorded in his report that the number of shares as disclosed in the shareholders' list adds up to 5,995 shares only, and the ownership of the balance 105 equity shares could not have been ascertained. 28. Respondents Nos. 2 and 3 have also admitted the factual position in relation to the issued, subscribed and paid-up capital of the first respondent-company as ₹ 6,10,000 consisting of ₹ 6,100 equity shares of ₹ 100 each. Respondents Nos. 2 and 3 in their repl ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... The respondents have also violated the order dated February 19, 2008 passed by the then Company Law Board by which the status quo regarding the shareholding pattern was ordered to be maintained till further orders. ORDER 33. In the light of the discussion made above, the order is as follows : (i) The shareholding pattern with regard to the first respondent-company as on September 25, 1997 is restored along with the issued, sub scribed and paid-up capital of ₹ 6,10,000 consisting of 6,100 equity shares of ₹ 100 each. Accordingly, the register of members of the first respondent-company shall stand rectified by entering the names of the petitioners and removing the names of respondents Nos. 4 to 29. (ii) The board of directors of the first respondent-company is hereby superseded. Petitioners Nos. 1 to 12 are directed to convene an extra ordinary general meeting after giving notice to the original shareholders, who were members of the first respondent-company as on September 25, 1997 for appointment of directors of the first respondent-company. Thereafter, annual general meetings for the years subsequent to March 31, 1997 shall be conducted in accordance with law, and ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
