Vimla Yadav, - (1.) IN this order I am considering Company Petition No. 10 of 2002 wherein Heena Dutt, the petitioner who is a professional interior designer has alleged oppression and mismanagement in the affairs of the respondent No. 1 company namely, M/s Chavi Designs Pvt. Ltd. and specifically against R-2 namely Shri Sandeep Dutt (petitioner's husband against whom divorce proceedings are pending) under Sections 397 and 398 of the Companies Act, 1956 (hereinafter referred to as 'the Act').
(2.) The respondent No. 1 company which was incorporated on 25.7.1991 with ROC Delhi and Haryana having registered office at J-197 Saket has two directors i.e. petitioner and respondent No. 2 having 50% shares each. No other person has any share in the company. Its authorised capital was Rs. 1 lakh and paid up capital till date is Rs. 2000/- The company commenced business of furniture and interior designing and have been handling various contracts relating to furnishing of premises. The company had two showrooms (a) Aya Nagar, Mehrauli (b) M-45, Greater Kailash-I, New Delhi. The factory and godown of the company is at Khasra No. 674, Nai Basti, Extended Abadi, Devli Village, New Delhi. Factory and godown as a single unit built on land owned by petitioner and respondent No. 2. Shri Sandeep Sahay, Counsel for the petitioner argued that the petitioner's matrimonial life was marred with physical abuse and violence. On 17.3.2001, the petitioner and her minor children were thrown out of the matrimonial home by respondent No. 2, in wearing apparels. (Complaint dated 19.3.2003 at Police Station DLF City, Phase II, Gurgaon Annex. 5, page 60, Rejoinder refers). The respondent No. 2's mother and brother and other people are facing criminal prosecution and charge sheet has been filed. Ref. FIR No. 178/2001 under Section 406/498A IPC in the Court of Judicial Magistrate Ruby Alka Gupta, Patiala House. The petitioner procured the documents from the Registrar of Company and Income Tax authorities to file petition under Section 397 and 398 of the Act.
(3.) IT was argued that the stocks and cash of the company always remained under exclusive control of the respondent No. 2. Since the finances of the company remained under control of the respondent No. 2, the true and net turn over was never shown in the balance sheet and other accounts of the company. The turn over of the company was more than Rs. 5 crores. The clients of the company included Airtel, Free Processing Assess and main Airtel's Chief House, Farm House for Metro Tyres etc. My attention was drawn to the News ITem in Economic Times dated 13.6.1999 page 59 Annex.,. of Rejoinder. IT was argued that as per the manipulated balance sheet and profit and loss account for the years ending 31.3.1999 the company owed to the petitioner Rs. 2,58,557.53/- (page 12 list of documents filed with petition referred).;