N.K.Mehrotra, J. - (1.) This is an appeal under Section 10-F of the Companies Act, 1956 against the Company Petition No. 66 of 2005 pending before the Company Law Board, Principal Bench, New Delhi challenging the orders dated 29.8.2005, 13.9.2005, 17.10.2005, 18.10.2005 and 6.12.2005 passed in the proceedings under Sections 397, 398, 399 read with Section 402, 403 and 406 of the Companies Act (hereinafter referred to as the 'Act').
(2.) Appellant Sushma Jhunjhunwala is a share holder of M/s. J.R.Agro Industries Limited, the respondent No. 5 (hereinafter referred to as the Company). According to the appellant, she alongwith some other share-holders of the Company were of the opinion that the affairs of the Company were not being conducted properly and there is a serious rift between the Board of Directors of the Company. Since the share holders of the Company constituting more than 10% of the equity shareholding in the Company, were of the opinion that their interest in the company are not being managed well by the present Board of the Company, they gave a notice dated 26.7.2005 to the company requiring the Board of Directors of the Company to requisition the Extra Ordinary General meeting of the Company so as to enable the share-holders to decide the future of the Management of the Company. They received a reply from the Company that the notice under Section 169 of the Companies Act, 1956 was invalid and the request could not be considered.
(3.) It is alleged that after the aforesaid happening Shri Yadurish Rai Jhunjhunwala, the Chairman and Managing Director of the Company alongwith two other Directors of the Company, the respondent Nos. 3 and 4 filed a Company Petition No. 66 of 2005 before the Company Law Board under Sections 397,398 and 399 read with Section 402,403 and 406 of the Companies Act, 1956 claiming therein the following reliefs : (i) To direct the respondent group to handover the affairs of the Company to the petitioner in terms of the family settlement. (ii) To declare the notice dated 26.7.2005 issued by the respondent Nos. 7 to 10 to hold Extra Ordinary General Meeting and to amend the articles of association to abolish the position of the Chairman and Managing Director of the Respondent No. 1, Company is oppressive illegal and.void. (iii) To declare the Memorandum of understanding dated 26.2.2005 illegally binding and that the division of the business affairs of the respondent No. I and 4 company amongst the family members shall be followed. (iv) To declare that the petitioner and the respondents group are holding 50:50 shareholding and in case of any difference, the directions may be given to transfer the shares out of the quota of the respondents to hold the parity of 50:50 between the groups. (v) To direct the respondent No. 4 Company to repay the loan amount and also make the payments for the interest amount to the respondent No. 1 Company and; (vi) to relieve the respondent No. 1 company and the petitioners from the consequences of default arose on account of request for withdrawal of the amount from the unsecured loans.;