H B STOCK HOLDING LTD Vs. DCM SHRIRAM INDUSTRIES LTD AND ORS
LAWS(NCLT)-2016-11-25
NATIONAL COMPANY LAW TRIBUNAL
Decided on November 24,2016

H B STOCK HOLDING LTD Appellant
VERSUS
DCM SHRIRAM INDUSTRIES LTD AND ORS Respondents


Referred Judgements :-

RAJESH KUMAR AGGARWAL VS. K K MODI [REFERRED TO]


JUDGEMENT

- (1.)The petitioner has filed two Company Applications i.e. CA No. 448 of 2009 for impleadment of parties and CA No. 449 of 2009 for amendment of Company Petition No. 192 of 2007. Both the connected applications filed in C.P No. 192 of 2007 are being disposed of together by this order as both of them are inter-connected.
FACTS

(2.)Facts in brief relevant for disposal of the controversy may first be noticed. This petition has a chequered history The Petitioner had filed Company petition No. 192/2007 on 20.11.2007 under sections 397 and 398 of the Companies Act, 1956 before the erstwhile Company Law Board against acts of oppression and mismanagement inter-alia, seeking relief namely for setting aside notice dated 18.10.2007 calling for Postal ballot and issuance of 7,00,000(seven lakhs) preferable warrants. Subsequently, the Petitioner had filed Company Application No. 526/2007 on 22.11.2007 and CA No. 136/2008 on 25.2.2008 for placing on records additional facts and documents on the ground that these subsequent facts have material bearings on the decision of the issues raised in the petition. On 13.8.2009, the Petitioner filed another CA No. 407/2009 for placing on record certain further facts including subsequent facts and documents. These applications have not yet been decided/disposed off.
(3.)The Petitioner had also filed a Civil Suit CS(OS) No. 2011/2008 in September 2008 before High Court of Delhi inter-alia, challenging the Annual report and Accounts of Respondent No. 1-Company. The following reliefs were sought in the aforesaid civil suit:-
"(a) Pass a decree in favour of the Plaintiff and against the Defendants, declaring the Annual Report of the Defendant No. 1 alongwith the Accounts, the Directors Report, the Auditors Report and annexures thereto, for the year ending 31.3.2008 as currently circulated to the shareholders after approval by the Defendants on 25th June 2008, as null and non est and the same be treated as cancelled.

(b) Pass a decree of mandatory injunction directing appointment of an independent and qualified Chartered Accountant to carry out a fresh audit of the books of account of the Defendant No. 1 company and the Defendants to provide the shareholders with the true and fair state of affair by circulating for the shareholders approval in a duly constituted shareholders meeting, a fresh Annual Report and Accounts prepared in accordance with the provisions of law;

(c) pass a decree of permanent injunction in favour of the plaintiff, restraining the Defendants, their respective officers, agents etc. from passing proposed Resolution No. 1(to adopt the Directors Report, the Audited Balance Sheet and the Profit & Loss) Resolution No. 3(Re-appointment of Mr. Madhav Shriram as a Director) and Resolution No. 6 (to reappoint M/s. A.P. Ferguson & Co. as the auditors of the Company), as stated in the Notice for the AGM dated 25th June 2008, in the Annual General Meeting proposed to be held on 25th September 2008.

(d) Pass a decree of permanent injunction in favour of the Plaintiff, Restraining the Defendants their respective officers, agents etc from acting upon or giving effect to the Annual Report and Audited Accounts as approved by the defendants on 25th June 2008 for the year ending 31st March 2008, and upon the proposed Resolution No. 1, 3 and 6; and

(e) grant costs in favour of the Plaintiff and against the Defendants."

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