Vimla Yadav, Member - (1.) IN this order I am considering Company Petition No. 68 of 2001 filed by Shri Mohinder Singh and Ors. under Sections 397, 398, 402 of the Companies Act (hereafter called 'the Act') alleging certain acts of oppression and mismanagement in the affairs of the R -1 by the respondents.
(2.) THE R -1 company namely M/s. Hoshiarpur Express Transport Company Ltd. and Ors. was incorporated in the year 1937. It was established as public limited company limited by shares. This company is now governed by Companies Act, 1956. The Registered Office of the company is situated at 217 -L, Model Town, Hoshiarpur (Punjab). Head office is also at Hoshiarpur (Punjab). Initial nominal authorised capital of the company as per the MOA was 7.5 lakhs which was increased to Rs. 30 lakhs, and thereafter in 1992 it was increased tQ 50 lakh after due permission divided into two lakh shares of Rs. 25/ - each. The Petitioners are in majority from the time of incorporation. Shri Krishna Kumar, Counsel for the petitioners pointed out that the Petitioner was to control the entire company and also was to manage the affairs of the company as accepted with by the Respondent and confirmed by the Hon'ble High Court of Punjab and Haryana at Chandigarh and as per minutes recorded in this connection from time to time. My attention was drawn to a resolution dated 9.11.1992 to the effect that Sh. Chanchal Singh who was Chairman and Shri. Surjit Singh Mann, General Manager of the company be removed and Sujan Singh Sahota (Petitioner No. 8) be appointed as a Chairman of the Company and Manjit Singh Lali (Petitioner No. 3) as General Manger; on 27.07.1996, the board resolved unanimously that Chairman of the company could be removed in a proper manner by following correct procedure i.e by passing resolution by 2/3rd majority; on 17.08.1996 a meeting of the Board of Directors met and appointed 12 more directors.
(3.) FURTHER , it was pointed out by the counsel for the petitioners apprehending danger to the public peace due to the dispute between the different fractions of the Company the petitioners filed an application Under Section 145 of the Criminal Procedure Code. The Ld. Magistrate held that 9.11.1992 meeting was a valid meeting and Sujan Singh Sahota was duly elected as a Chairman in the said meeting. The Respondent filed an appeal in the Hon'ble High Court of Punjab and Haryana at Chandigarh against the order passed by the Ld. Magistrate dated 8.12.1993. The Hon'ble High Court remanded it to the Sub Divisional Magistrate to decide the case afresh. The Sub Divisional Magistrate disposed off the matter on 7.7.1999 observing that the meeting dated 9.11.1992 was valid meeting and Sujan Singh Sahota was duly elected as a Chairman. The Respondents filed a Criminal Revision against the order dated 7.07.1999. The Hon'ble High Court dismissed the Criminal Revision filed by the Respondent on 9.09.1999. The Respondents again filed a Criminal Misc. Petition 28420 of 1999 in Criminal Revision No. 1111 of 1999 for seeking clarification of the order dated 7.07.1999 before the Hon'ble High Court of Punjab and Haryana at Chandigarh. The same was again dismissed by the Hon'ble High Court on 20.09.1999. It was contended that the above order had become final and is the order which ought to be given effect to in law and it was pointed out that according to the order dated 20.09.1999, it was abundantly clear that Sh. Sujan Singh Sahota (Petitioner No. 8) was the Chairman and the meeting dated 9.11.1992 was a valid meeting.;