- (1.) This petition is directed against order dated 25.4.2008 passed by the learned Single Judge of the Bombay High Court in an appeal filed by the petitioner under Section 10F of the Companies Act, 1956 (for short, 'the Act').
(2.) The petitioner was incorporated under the Act in March, 1983. It acquired 3,15,000 equity shares and 6,55,000 equity shares of respondent no.1 on 24.2.2004 and 5.3.2004 respectively. After some time, the petitioner filed an application under Section 397 and 398 read with Sections 402, 405 and 406 of the Act impleading the respondents as parties and made the following substantive prayers: "(a) Pass an order declaring the allotment of 4150000 10% redeemable cumulative preference shares of Rs.100/- each aggregating Rs.41,50,00,000/- during the financial year 2002-03 to the promoters/promoters group is illegal, null and void and be set aside and struck down. (b) Pass an order declaring the allotment of further 40,00,000 1% redeemable cumulative preference shares of Rs.100/- each aggregating Rs.40,00,00,000/- during the financial year 2005-06 to the promoters/promoters group is illegal, null and void and be set aside and struck down. (c) Pass an order restraining the promoters/promoters group from exercising any voting rights on 41,50,000 10% redeemable cumulative preference shares of Rs.100/- on any resolution at the forthcoming Annual General Meeting and/or any other or subsequent meeting of the members of the Company. (d) Pass an order declaring that the remuneration proposed to be paid to Respondent No. 2 &3 is illegal, null and void and if already paid, the same be set aside. (e) Pass an order declaring that the Respondents No.2 to 8 have been guilty of diverse acts of oppression against the petitioner and mismanagement of the Respondent No.1. (f) Pass an order restraining the Respondents from reappointing Respondent No.2, 3 & 8 as Chairman & Managing Director, executive Director and Director, respectively. (g) Pass an order restraining the Respondents No.3 to 7 to exercise their powers as directors of the Respondent Company and appoint independent directors on the Bord to run the day to day affairs of the Company. (h Pass an order directing that a Scheme be framed for the future administration and management of the Company. (i) Pass an order freezing the books of accounts and other relevant documents, records and other materials and get a Special Investigating Audit (SIA) conducted by an independent & reputed firm of Chartered Accountants at the cost of the Respondent Company and immediate authentication of all the books and records of Respondent No.1 by any persons appointed by this Board so that the same may not be further falsified by the Respondents and provide immediate inspection of all records and books to the Petitioner."
(3.) The Company Law Board dismissed the application on the ground that the petitioner was not holding 1/10th of the issued share capital of respondent No.1.;