Kanthi Narahari, Member - (1.) THE present petition is filed by invoking various provisions of the Companies Act, 1956 ('the Act') alleging certain acts of oppression and mismanagement in the affairs of the R1 company and seeks various reliefs as prayed in para 16 of the petition.2. SHRI Zal Andhyarujina, learned counsel appearing for the petitioner, categorized broadly the issues to be decided by this bench. These are: the illegal enhancement of shareholding of R2 and R4, their entering in joint venture with Menzies thereby the respondents attempt to siphon off the funds of the R1 and alleged that the petitioner was not provided the statutory records of the company for inspection, etc. Accordingly, the learned counsel sought reliefs to be granted as prayed in the petition. He summarized the brief facts as follows: The R1 -company was promoted by the petitioner's father Mr. Kershi Cambata. The R1 -company is engaged in the business of ground handling at various major airports in India. At the time of incorporation, i.e., in the year 1954, Mr. Kershi Cambatta and Mr. Rustom Cambata had equal stake of 50% each in the company. The shareholding of the R1 thereafter changed from time to time. In the years 1998 and 1999, the shareholding in the R1 was as follows:
(2.) The petitioner was made as director of the company on 15 September, 1974, by his father, Mr. Kershi Cambata. He was closely associated with the affairs of the R1 until January, 2000, and had actively taken part in the business of the R1 company as a director and shareholder. The R2 was made as director of R1 on 1 September, 1983, and R3 was made as director on 3 December, 1981. The petitioner, in the year 2000, moved to USA end, subsequently, to Switzerland. The petitioner in complete faith left the affairs of the company to be managed and run by his own father Mr. Kershi Cambata and R2 and R3. Mr. Kershi Cambata died in May, 2008. Upon his father's death, the petitioner made enquiries with his brother R2 and also R3 about the business affairs of the company. But the said R2 and R3 instead of providing details of the business affairs of the company gave evasive and vague replies to the petitioner. Sometime in May, 2009, when the petitioner visited Mumbai to ascertain the affairs of the company, he was intentionally not allowed access to the books and records of the company. Thereafter, on making enquiries, the petitioner learnt about the illegal, unauthorized acts of oppression and mismanagement in the affairs of the company.
(3.) Sometime in May, 2009, the petitioner came to know about the joint venture arrangement between Menzies Aviation and R1. The said joint venture arrangement had obtained a letter of award for ground handling operations at the Delhi International Airport which had subsequently been withdrawn. Diverse correspondence had been addressed by Menzies to the R1 requesting the R1 to fulfill its obligations. However, the R1 had refused to carry on with the joint venture which had been unable to commence operations at the Delhi airport. Due to alleged failure on the part of the R1 to perform its obligations, the Menzies was in the process of initiating suitable legal action against the R1. It is submitted that the petitioner as a shareholder and a director was never made aware of any such joint venture with Menzies Aviation. The petitioner, by one of its said letters, viz., the letter dated 8.7.2009 to the respondents, also stated that after the notice received for the board meeting which was to be held on 12.9.2008 he had not received any notice of any other board meeting. The R2, for the first time, vide his letter deled 3.8.2009, informed the petitioner that the authority to deal with Menzies Aviation and to enter into a joint venture was given to R2 in its board meeting dated 12 September, 2008. In the meanwhile, since no information from the respondents was forthcoming the petitioner was therefore left with no option but to question the authority of the respondent to enter into the joint venture with Menzies for which the petitioner did not receive any satisfactory response. The petitioner therefore wrote a letter dated 13 July, 2009, to Menzies Aviation. In the said letter the petitioner, inter alia, stated that he was a director and shareholder of the R1 and that he had learnt that Menzies Aviation was entering into some arrangement with the R1 for acquiring its business either by a joint venture or purchasing shares of some of the existing shareholders of the company. On his requisition made vide his letter dated 8.7.2009 the R1 after much delay decided to hold a meeting of the board of directors in London on 26 August, 2009. The petitioner initially objected to the venue of the meeting. However, R2 and R3 vide their letter dated 7 July, 2009, refused to hold the meeting in Mumbai and insisted to hold the same in London to suit their own convenience. In the interest of the company the petitioner agreed to visit London to attend the meeting. The R1 then circulated the notice of the board meeting on 17 August, 2009. The petitioner requested R1 to postpone the meeting through his advocate's letter dated 25.8.2009. It is further submitted that sometime around 21.8.2009 the petitioner was surprised to be served with a copy of plaint being Suit No. 2266 of 2009 filed by the R1 against petitioner, inter alia, praying for a permanent injunction to restrain the petitioner from communicating, whether orally or in writing, with the employees of the R1 and any other individuals. This act of R1 itself speaks about the motivated intentions of R1 from preventing the petitioner from taking part in the business affairs of the company. The issue of ground handling policy and its effect on the business of R1 was discussed in the board of directors meeting of R1 held on 12.9.2008. At the said meeting the board authorized R2 to identify a suitable joint venture partner. Correspondence thereafter ensued between the parties. It is the petitioner's contention that he must be provided with all the information sought for (and in particular all the documents mentioned in the said order of the Bombay High court dated 2.9.2009), and that the board meeting must be held in India. However, the respondents insisted to hold the board meeting in Bahamas and declined to provide all the information sought by the petitioner. The R1 has failed to comply with the order of the hon'ble Bombay High Court dated 2.9.2009. Despite the express directions contained in the said order dated 2.9.2009, the same have been deliberately and willfully flouted by respondents. The R1 has insisted on holding the meeting of the board of directors at far off place Nassau, Bahamas, with a deliberate view to make it as inconvenient as possible for the petitioner to attend and effectively participate therein. The respondents have sought to frustrate the petitioner from having access to the documents. The R1 was not willing to disclose all documents and give a clear picture of deal with regard to the JV arrangement with Menzies Aviation and/or with one Krystal Aviation Services (P) Ltd. It is further submitted that the notice of motion No. 3463 of 2009 (filed by the petitioner) was mentioned for circulation on 24.9.2009 before the Bombay High Court. The High Court declined to pass any orders therein. However, the said order records that the petitioner was at liberty to take out the appropriate proceedings in the matter, which the petitioner has now done by way of the present proceedings It is further submitted that, after making several requisitions to the respondents, the petitioner received copies of the minutes of the AGM from 1994 to 10 March, 2006, and of the register of shareholders.;