- (1.) It is a Company Petition revolving around three players, mother and two sons, in relation to the affairs of R1 Company, namely M/s. Ajit Scanning and Diagnostic Centre Pvt. Ltd., which is wholly owned by the mother, two sons and their wives, wherein, mother having more than 98% shareholding. Wife being natural allay of husband, P2 (Shortly called "Vishakha") being the wife of P1 (Shortly called "Sanjay") and by holding some fraction of shareholding in her name, they together filed this CP against Sanjay's mother (R2- Shortly called "Savita" or "mother") and his brother (R3- shortly called "Rajiv") u/s. 397, 398, 399, 402, 403 & 406 of Companies Act, 1956 primarily on two grounds - one, R2 & R3 proposing to hold EGM on 31.10.2015 for ouster of Sanjay from the post of director, two, R2 & R3 non-cooperating with Sanjay for clearance of all statutory dues, which the petitioners claim oppressive against the petitioners and detrimental to the interest of the Company.
(2.) For the sake of brevity, this Bench, instead of separately paraphrasing the averments of the Petitioners and the Respondents, gives storyline of the dispute before narrowing down respective stands of the Parties, discussion of this Bench and ensuing directions in the backdrop of the given facts. Since old Companies Act 1956 sections alone are referred in this order, wherever sections are referred in the order, the same may be construed as sections of old Act 1956.
(3.) It is a Company started by their father deceased Shrikant Parlikar (shortly called "Shrikant") in the year 1993 taking Sanjay and his two other sons namely Mr. Satish Parlikar (shortly called as "Satish") and Mr. Ajit Parlikar (shortly called Ajit) as permanent directors on the Board in the year 1993 to running diagnostic centre business in one of the prospering suburbs of Mumbai i.e. Kalyan, obviously the Company also prospering well. In the meanwhile, their father Mr. Shrikant died intestate in the year 2010. By the time, the majority shareholding was lying in the name of their father late Shrikant, the other two brothers Satish and Ajit, after the demise of their father, left the Company and their directorship as well by transferring their shareholding in the name of their mother. Because of some internal understanding and rearrangement in the family, father's shareholding has been transmitted to the mother resulting her to hold more than 98% shareholding of the Company. Here, it is also pertinent to mention that a family partition deed was executed on 22.03.2012 dealing with the entire assets of the family and their distribution among themselves agreeing in clause 2&3 of the deed that the mother (R2), Sanjay and Rajiv manage R1 Company excluding other brothers and the mother would ultimately transfer some percentage of shareholding (in clause 3, however it has been left blank as to how much shareholding out of her shareholding is contemplated to be transferred to Sanjay and Rajiv) to Sanjay and Rajiv. By virtue of their arrangement in between them, it appears that this Company has been left to be managed by Sanjay and Rajiv under the supervision of their mother. It is apparent on record that above 98% shareholding is presently held by the mother, perhaps, to continue this business jointly without any differences between the brothers. Somehow things went wrong in the last one/two years, thereby Sanjay and Rajiv started fighting, henceforth the company landed up in this litigation.;