- (1.) This pertains to the Company Petition dated 02.07.2015 bearing No. 52 (ND)/2015, filed under section 397 and 398 of the Companies Act, 1956, by the Petitioner's named Sanjay Agarwal, Shew Bhagwan Agarwala, Jagdish Agarwala, and Banarashi Lal Agarwal.
(2.) The pleadings of the petitioners germane to the decision of the petition are that The Respondent No. 1 Meghalaya Finlease Pvt. Ltd. was incorporated on 7th September, 1998 as a private limited company with Authorised Capital of Rs. 50,00,000/- divided into 50000 shares of Rs. 100/- each, and Paid up capital of Rs. 30,20,000/- divided into 30200 shares of Rs. 100/- each. Initially the shareholding of Respondent No. 1 Company was divided between the Petitioner No. 1 and the Respondent No. 2 as 50% each. Thereafter some shares were allotted to the Petitioner's, the Respondent No. 2 and outsiders, where after the Petitioner's cumulatively held 15.23% shares of the Respondent No. 1 Company, R2 held 8.6% shares of the R1 company and rest 76.17% shares were held by outsiders as on 30.9.2004. In 2014 the share held by 17 out of 18 outsiders were transferred in favour of the Respondent No. 2 and the Petitioner No. 1. After the transfer R2 held 40.90% and the Petitioner's held 50.83% share in the Respondent No. 1 Company.
(3.) The case of the Petitioners further is that the Respondent No. 1 Company is a family company and that the acts of the Respondent No. 2 are against the will and wish of HUF of Sh. J.P. Agarwala. It is also the case of the Petitioner's that Petitioner No. 1 and the Respondent No. 2 were ostensible owners and further shares allotted to other family members were also held by them as ostensible owners, holding the shares for the benefit of the family. These could not have been transferred to others which has been done in the instant case and the accounts of the Company have also been mismanaged after the year 2007. On the strength of the pleadings detailed above the petitioners have sought the following reliefs: i. A Scheme be formulated by this Hon'ble Bench for the management and administration of the company, its assets, properties and business, ii. An Administrator be appointed to assume charge of the management and affairs of the Respondent Company or in the alternative a Board be constituted comprising the Petitioners as the directors and an outside professional be appointed to assist the Administrator or the Board, iii. The Petitioners would like to pray for condonation of delay in filing this complaint as it is quite apparent that the Respondent Company was incorporated to carry on the business in common pursuit of the family members having equal shares in the profit and loss in the R1. Therefore, the Petitioners approach the Hon'ble Bench to grant relief to the Petitioners by an injunction restraining the Respondent No. 2 from taking any steps to alter the capital structure of the Respondent Company or the register of members of the Company or dispose off any assets and properties of the Respondent Company during the pendency of the present application, iv. Declaration that Respondent No. 2 has been guilty of diverse acts of oppression and mismanagement as well as misappropriation of funds and assets and properties of the Respondent No. 1 - the Company, v. The Respondent No. 2 and any of his family members be restrained by an order of Injunction of this Hon'ble Bench from in any manner acting as Directors or taking steps in their capacity as Directors of the Respondent Company or conducting any meeting of Board or creditors of the Respondent Company, vi. To remove Respondent No. 2 from the Directorship of the Respondent Company and appoint any other member of the family as another director of the Respondent Company for the ends of justice and to bring an end to the conducts complained off, vii. Mandatory injunction directing the Respondent No. 2 to produce all Statutory Books including Final Accounts and all contracts with the Respondent Company if any in relation to allotment of shares, lease etc as are in his custody or in the alternative a direction on the Regional Director, Northern Region to summon books of accounts, contracts, lease etc. to his office for inspection. viii. Mandatory injunction directing the Respondent No. 2 to hand over the Cheque Books of the Respondent Company to the administrator or the committee of Directors of the Respondent Company as may be appointed by the Hon'ble Bench. ix. Mandatory injunction restraining the Respondent No. 2 and his family members to dispose of any assets and properties of the Respondent Company without the consent of other shareholders of the Respondent Company. x. Mandatory injunction directing the Petitioner and an outside professional to operate the Banking Accounts of the Respondent Company jointly, xi. Injunction restraining Respondent No. 2 from appointing any Person as director of the Respondent Company and filing forms other than Statutory Forms mandated to be filed periodically under Act. xii. Mandatory injunction directing the Respondent No. 2 to divide by transferring the shares existing in his name equally among the other petitioners i.e. four brothers of the Agarwala family or their Respondent wards. xiii. Mandatory injunction directing transfer of shares held in the name of Godfrey N. Arengh in the name of the family members. xiv. Mandatory injunction directing for alteration of Articles of Association of the Respondent Company to include provision for mandatory representation in the Board from all the four brothers of the Agarwala family or on their nomination of any of their wards, sons, daughters. xv. Any further or other orders or directions including calling and convening any meeting of the Board of General Meeting may be passed as this Hon'ble Bench may deem fit and proper,;