Permod Kohli, J. - (1.) THESE two appeals arise out of an order dated August 1, 2006 (Vijay Kumar Chopra v. Smt. Sudershan Chopra [2007] 140 Comp Cas 1), passed by the Principal Bench of the Company Law Board at New Delhi. It is relevant to briefly notice the factual background of the case (facts are being noticed from Company Appeal No. 21).
(2.) THE parties to the present appeals are shareholders and directors on the board of the company, namely, "Hind Samachar Ltd.", a closely held company incorporated in August, 1949, under the Indian Companies Act, 1913. The company has its registered office at Hind Samachar Buildings, Civil Lines, Jalandhar and branches at other places. The company is engaged in printing and publishing of newspapers, journals, magazines, books, etc., in Urdu, English, Hindi and Punjabi. One of its famous publications is Urdu daily newspaper "Hind Samachar". The company was initially formed by late Lala Jagat Narain, a renowned journalist of his time who was father of appellant No. 1 in Appeal No. 21 of 2006 along with Ramesh Chander, the other son of Lala Jagat Narain who was the husband of respondent No. 1 and father of respondents Nos. 2 and 3. Appellants Nos. 1 to 4 and respondents Nos. 1 to 4 are the directors on the board of the company whereas appellant No. 1 is holding the post of chairman and managing director. It is alleged that on the basis of certain allegations of oppression and mismanagement on the part of the respondents in Appeal No. 21 of 2006, a company petition under sections 397, 398, 402 and 403 of the Companies Act came to be filed by the appellants in Appeal No. 21 of 2006 before the Company Law Board being Company Petition No. 76 of 1999. Amongst various prayers, the primary prayer made was division of the company between the two groups comprising the family members of appellant No. 1 Vijay Kumar Chopra (appellants Nos. 1 to 4) and family of respondent No. 1 (respondents Nos. 1 to 4). In the aforementioned petition, the Company Law Board asked the appellant in Company Appeal No. 21 of 2006 to submit the proposal for division. Initially, a proposal dated February 3, 2000, was submitted. However, before the proposal could be accepted, it was sought to be modified and followed by another proposal dated March 7, 2000 (annexure A2 in Company Appeal No. 21 of 2006). The Company Law Board vide its order dated May 17, 2004, decided the company petition with various directions relating to the division of the company amongst the two groups (hereinafter referred to as group B comprising of appellants Nos. 1 to 4 and group A comprising of respondents Nos. 1 to 4) to be apportioned in two shares. Besides the division of various assets, the Company Law Board also directed division of the areas of operation of the company on the basis of operation of its units. At the relevant time and even today, the company has four main units at Jalandhar, Ambala, Delhi and Jaipur. Group B was allowed Jalandhar and Ambala zones and related areas whereas group A was given Delhi and Jaipur units and related areas. This was primarily on the basis of the control of the units with the two warring groups respectively. The Company Law Board also found that besides the assets and properties of the company, the groups were also having some partnership firms comprising of the family members of the two groups engaged in various business activities related and ancillary to the business of the company. The Company Law Board also directed the complete segregation between the two groups including the properties held by the partnership firms.
(3.) IT appears that the respondents were dissatisfied with the order of the Company Law Board dated May 17, 2004. This order came to be challenged before this Court in Company Appeal No. 10 of 2004. During the course of hearing of the aforesaid appeal, the parties arrived at a mutual settlement in respect of the division of the company and various other properties held by partnership firm. The mutual settlement was duly recorded by this Court in the aforesaid appeal and the appeal came to be disposed of vide order dated October 19, 2005, which is reproduced in the later part of this judgment.;