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TMI Blog2020 (11) TMI 58X X X X Extracts X X X X X X X X Extracts X X X X ..... pondents and no one else. Thus, it may be seen that the Petitioner made allegation stating that Respondents were in illegal possession of the R-1 Company's Bio Medical Waste Treatment Plant at Jaipur and Swami Madhopur, they spoiled the plant, practically ruined the conditions of the plant and as there were series of complaint against their working, Nagar Nigam Jaipur cancelled the lease in 2016 and they run away from the plant in the fear of Police arrest. It is also matter of record that the petitioner has enclosed a copy of the pending criminal case (Annexure-C page 39) which were filed by the petitioner against the respondents or some other complaint against the respondent including R-1 Company. The chart goes to show that there were twelve cases filed against the present respondents. It is pertinent to note here that such cases were filed against the present respondent Mr. Ganesh Singh under Section 420, 406 and other offences under the IPC. This bench in exercise of the power conferred it to under Section 242 of the companies act to do the justice with the parties with a view to the bringing to an end the matter complained and to ensure smooth function of the Compan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . Rajputana Biotech Private Limited, Respondent No. 1 company is registered under the Companies Act, 1956, in the State of Gujarat, on 26th day of September, 1996 and the main object and business of the company is of Medical Waste Treatment. A copy of Memorandum of Association and Articles of Association of the respondent company are annexed as Annexure-A with the present company petition. 4. The petitioner alleged that respondent No. 1 company initially was Limited Company but mischievously converted into private limited company and fresh certificate of incorporation dated 15.03.2007, vide CIN: U29219GJ1996PTC030813, having its registered office situated in the State of Gujarat. 5. As per the petitioner, R1 company is having Authorized Capital of ₹ 15,00,000/- divided into 1,50,000 equity shares of ₹ 10/-each. Paid up capital of the company is ₹ 7000/- divided into 700 equity shares of Rs,10/- each. However, the present petitioner has made such allegations against the respondents that they have concocted in the statutory return of the company by showing its paid up capital as of ₹ 15,00,000/-. 6. The petitioner claims that he is holding 100 equity ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t of TP 44 of 2016 and petitioner would like to rely on the same. 4) Respondents have spoiled company's business of around 100 crs. plus name and fame and prestige in the industry and government as disputed company and shareholders hard work and net worth has been wiped off due to such acts and deeds of R-2 to R-4. It is therefore in the interest of shareholders and R-1 Company to do justice in this matter. 5) All major documents and evidences and pleadings proving R-2 to R-4 guilty are there in the pending TP No. 44 of 2016 before Hon'ble NCLT Ahmedabad hence such pleadings and documents shall be relied upon at the time of arguments from records of that TP hence not included again in this petition. 6) Respondents were in illegal possession of the R-1 Company's Bio Medical Waste Treatment Plant at Jaipur and Sawai Madhopur, they spoiled the plant, practically ruined the conditions of the plant and as there were series of complaint against their working, Nagar Nigam Jaipur cancelled the lease in 2016 and they run away from the plant in the fear of Police arrest. Due to such bad name, created by the respondents before all government departments, Government of Raj ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ainst their illegal removal from the directorship of the company. 13. It is also matter of record that in the present Company Petition (counter petition) earlier Advocate Mr. Susshil Daga has appeared for the present respondent but they fail to file counter reply/ affidavit reply despite sufficient opportunity were being granted by this Court to the respondent. 14. It is pertinent to mention here that the present Respondent being Petitioner in its earlier TP Company Petition named as TP 44 of 2016 in CP No. 63 of 2013 was not keen enough to pursue their own Company Petition either in person or through their learned counsel and as per record when their matter came up for hearing on 26.11.2019 along with the present petition, there was no representation from the petitioner side nor their counsel was present. Hence, the above stated Company Petition TP 44-A/2016(CA 273 of 2019) with TP 44-B/2016(CA 9 of 2015) with TP 44-C/2016(CA 13 of 2015) with TP 44 of 2016(CP 63 of 2013) came to be dismissed in default for want of prosecution. 15. Thus, the reliefs were being sought for by the Respondent in that Company Petition also failed as petition stood rejected. Although, this Court ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... not necessarily a conclusive evidence/proof of alleged misdeed of irregularities committed by the Respondent No. 2-4, despite they were Petitioner in that Company Petition. 17. Hence, this Court equally in the present Company Petition cannot accept such report of independent Chartered Accountant nor can issue direction on the basis such report of independent Charted Accountant. Without giving any opportunity to the Respondents to submit their explanation or to submit rebuttal/confronting document as per the principle of natural justice. Hence, the issue in involve in the Present Company Petition needs to deal with as per material available on record and on its merit. It is also matter of record the petitioner has made some short of vague allegation but has not established the actual damage quantify the amount of loss by giving cogent reasons and material proof of liability of such alleged loss, which caused alone by present Respondents and no one else. Thus, it may be seen that the Petitioner made allegation stating that Respondents were in illegal possession of the R-1 Company's Bio Medical Waste Treatment Plant at Jaipur and Swami Madhopur, they spoiled the plant, practic ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... minal Complaint / Crime No. 207/12/PS/Kanota by the Petitioner against the Respondent under Section 379, 406 etc. of the IPC wherein also police has filed its final report. Further in Crime No. 456/12, FIR by the Hamendra Singh Vs. Ganesh singh under Section 420, 406 etc. against the offences of alleged cheating and embezzlement on this case the Police has also filed its final report. Further the Petitioner has failed to inform us about the current status of such cases which are said to be pending before the Court of Chief Judicial Magistrate etc. and about its final outcome whether the respondents have been found guilty or otherwise of the offence alleged against them. 20. That apart, in some cases (7) filed under the Negotiable Instrument Act out of which 3 cases are reported to have been settled. Therefore, by taking into consideration, the material available on record it cannot be conclusively held that sufficient/ cogent evidence against the respondent are brought before this Court in the present petition for issuance of a direction for making compensation of alleged loss suffered by the company, due to the alleged misdeed of the Respondents. Further, such issue falls wi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eement shall be terminated, set aside or modified except after due notice and after obtaining the consent of the party concerned; *(g) the setting aside of any transfer, delivery of goods, payment, execution or other act relating to property made or done by or against the company within three months before the date of the application under this section, which would, if made or done by or against an individual, be deemed in his insolvency to be a fraudulent preference; (h) removal of the managing director, manager or any of the directors of the company; (i) recovery of undue gains made by any managing director, manager or director during the period of his appointment as such and the manner of utilisation of the recovery including transfer to Investor Education and Protection Fund or repayment to identifiable victims; (j)the manner in which the managing director or manager of the company may be appointed subsequent to an order removing the existing managing director or manager of the company made under clause (h); (k) appointment of such number of persons as directors, who may be required by the Tribunal to report to the Tribunal on such matters as the Tribunal may direct ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rupees, or with both. 22. Therefore, this bench in exercise of the power conferred it to under Section 242 of the companies act to do the justice with the parties with a view to the bringing to an end the matter complained and to ensure smooth function of the Company as going concern. Followings directions are issued to be complied with by both the parties. i) The respondent company is directed to convene its AGM/EGM as the case may be to consider the report of the independent Chartered Accountant submitted before the CLB as per its direction and the shareholders/members of the company can discussed acceptability otherwise and take appropriate decision in accordance with law or its merits. Requisite measure and opportunity to take legal action in accordance law before appropriate forum. Further the company is granted liberty to make suitable amendments/corrections in its statutory returns. ii) The Company is granted liberty to make suitable amendment/correction in its statutory returns those have already been filed or need to be filed afresh. iii) The company can proceed to convene and conduct meeting of Board of Directors/AGM/EGM as per the new guidelines of the MC ..... X X X X Extracts X X X X X X X X Extracts X X X X
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