Vimla Yadav, - (1.) IN this order I am considering Company Petition No. 18 of 2006 filed by Surendra Goyal under Sections 397 and 398, of the Companies Act, 1956 (hereinafter referred to as 'the Act') alleging certain acts of oppression and mismanagement in the affairs of the R-1 by the respondents. It has been alleged that the respondents stopped production, sold the plant and machinery worth Rs. 20 lakhs for Rs. 5 lakhs and further siphoned off funds from the R-l's account.
(2.) The undisputed facts of the case are: The respondent company, namely M/s. Nile Acqa Faucets P. Ltd. was incorporated on 14.2.2003. The Regd. Office of the company is situated at D-41, S.M.A. Co-op Industrial Estate, G.T. Karnal Road, Delhi-110 033. The authorised share capital of the company is Rs. 30,00,000/- comprising of 3 lakhs equity shares of Rs. 10/- each. The issued, subscribed and paid up share capital of the Respondent No. 1 company is Rs. 30,00,000/- divided into 3 lakhs equity shares of Rs. 10/- each. The main objects of the R-1 company is to produce, manufacture, refine, treat, cure, process, prepare, import, export, purchase, sell and deal in all kinds of sanitary fittings and bathroom fittings, such as brass fittings, steel fittings, tiles and ceramic ware and also to carry on the business as buyers, sellers, exporters, importers, manufacturer, distributors, etc. Shri Rajeev Kumar, Counsel for the petitioner pointed out that petitioner and respondent Nos. 2 and 3 are promoters of the respondent company. The petitioner being a commerce graduate and a diploma holder in sales and marketing was looking after production and marketing of the company. He was appointed CMD of the company on 15/01/2005. Respondent Nos. 2 to 4 on the other hand were responsible for day to day affairs i.e. corporate compliance, taxation, administration etc. In July 2005 respondent Nos. 2 and 3 approached the petitioner and proposed that they would look after the production of the company. The petitioner being a marketing person handed over the production of the company to the respondents. Respondents however, stopped the production of the company in September 2005 of which the petitioner came to know from the market. On enquiry the respondents gave evasive replies and promised the petitioner that they would start the production soon. However, admittedly the production has not yet been started. The problem started in Dec. 2004 when the respondents started to unravel their ulterior motive. It was at this stage that the petitioner resigned for the first time. However, the petitioner was persuaded by the respondents to continue. Meanwhile, the respondents started selling the plant and machinery of the company to the debtors of the company well below the market price and started siphoning away assets of the company, which has been explained in detail below. At this stage the petitioner resigned on 11.11.2005 and sent a legal notice dated 25.11.2005 elaborating the misdeeds of the respondents, which was duly received, but there is no reply to the same. Hence the present petition.
(3.) FURTHER, it was pointed out by the counsel that the petitioner owns 45% of the share capital of the company. No share certificate has been issued till date in contravention of the Act. Plant of the respondent company was located at the premises owned by the respondent Nos. 2 and 3 who were also authorized signatory to the bank accounts of the respondent co. and have signed balance sheets and other documents of the company. There is no address for the registered office of the company at present as the premises where it was located has been handed over to the landlord which landlord are the respondents themselves. Company at present is under the control and management of the respondents. Factory of the company is closed since Sep. 2005 and the respondents have no intention to reopen it.;