CHOPRA HOSPITAL (P) LTD Vs. STATE
HIGH COURT OF DELHI
Chopra Hospital (P) Ltd
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SANJIV KHANNA,J. -
(1.) THE present Appeal under Section 10F of the Companies Act, 1956 (hereinafter referred to as the Act, for short) has been filed by Dr.
Ashok Mohan Dwarkadas Motiwala, Dr. (Mrs.) Nirmala Dwarkadas and Mrs.
Smita Motiwala (hereinafter referred to as the appellants). The
appellants claim to be representing M/s Chopra Hospital Private Limited
(hereinafter referred to as the hospital). The respondent in the present
Appeal is one Dr. (Mrs.) Usha Chopra.
(2.) THE respondent herein had filed a petition under Sections 397-398 of the Act against the appellants herein, the hospital and some others. The
said petition was allowed by the Company Law Board by its order dated 2nd
March, 2005 with the conclusion that alleged appointment of Dr. Ashish
Gupta and Dr. Anil Agarwal as Directors on 14th May, 1999 was void and
illegal and accordingly appointments of other directors made by them
would also fail. The appointment of directors was also faulted for want
of notice to the respondent and her husband, who admittedly were the
first and continuing Directors of the hospital. It has also been held
that allotment of shares in the hospital to the appellants and members of
their group was contrary to the provisions of the Act and Memorandum and
Articles of Association and therefore, bad in law. The Company Law Board
has given a finding that the respondent and her husband are the only
Directors and shareholders of the hospital, all other appointments and
shareholding have been set aside.
It may be noted that Dr. Ashish Gupta and Dr. Anil Agarwal have not challenged and questioned the judgment dated 2nd March, 2005 and have
accepted the same.
(3.) AN appeal under Section 10F of the Act is maintainable only on questions of law and is normally decided on the basis of facts as found
by the Company Law Board by applying principles of law to the said facts.
This is because on findings of fact, Company Law Board is the final
authority. Thus, facts as found by the Company Law Board cannot be
challenged in the present Appeal except on the ground of perversity or on
the ground that the facts as found were based on no material and evidence.;
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