Vimla Yadav, Member - (1.) IN this order I am considering Company Application No. 379 of 2008 filed in Company Petition No. 118 of 2006 filed by the applicants (respondent No. 1 company M/s. Desh Cam Technological Resources P. Ltd. and Others) against the respondents (petitioners, Shri Rajendra Keshwani and Others) under regulation 44 of the Company Law Board Regulations, 1991, in terms of Section 399 of the Act challenging the maintainability of the Company Petition No. 118 of 2006. The Company Petition No. 118 of 2006 was filed by Shri Rajendra Keshwani and Others (the petitioners) against M/s. Desh Cam Technological Resources P. Ltd. and Others (the respondents) under Sections 397 and 398 of the Companies Act, 1956, alleging oppression and mismanagement.
(2.) M /s. Desh Cam Technological Resources P. Ltd. (respondent No. 1) was incorporated on February 28, 2003, having its registered office at Shriji Avenue, Jetalpur Road, Baroda. The nominal capital of the company as on March 31, 2005, was Rs. 2,00,00,000 divided into 20,00,000 equity shares of Rs. 10 each. The issued, subscribed and paid -up capital of the company as on March 31, 2005, was Rs. 1,60,79,500 divided into 16,07,950 equity shares of Rs. 10 each with the main business of manufacturing, erecting, buying, selling, reselling, exchanging, assembling, importing, exporting, improving, distributing, hiring, designing, developing or otherwise and dealing in electrical and mechanical machines and equipments like transformers, motors, generators, etc., and hardware materials and machinery and equipments of all kinds and types manually operated or working with electricity, petroleum, solar system, steam and gas. The petitioners in this case have sought issuing of suitable directions for regulating the conduct of the affairs of the company in future ; removing the present board of directors of the company ; ordering an investigation into the affairs of the company to fix liability of the respondents, all or any of them in respect to mismanagement and/or negligence and/or misappropriation and the consequent loss that may have been caused to the company by the respondents; for auditing the accounts of the company for the period from April 1, 2005, till date ; and to issue proper direction and orders requiring the respondents (Deshmukh group) not to take any other steps in regard to the 8,03,975 equity shares of the first respondent -company transferred in favour of the petitioners (Keshwani group) as per the shareholders' agreement.
(3.) THE applicants' case is that the petitioners in Company Petition No. 118 of 2006 do not fulfil the requisite criteria under Section 399 to maintain this petition under Sections 397 and 398 of the Act. Counsel for the applicants/ respondents pointed out that the petitioners are not shareholders of the respondent -company and thus have no locus standi to initiate and/or continue the instant proceedings.;