Vijai Pratap Singh, Member - (1.) The present Company Petition being CP No. 550/2004 was filed by the Petitioner on 19 July, 2004, before the then CLB, by invoking the provision contained in Section 111A of the Companies Act, 1956 seeking some main and interim reliefs as prayed in point No. VII and VIM in the main Company Petition on the main ground that the alleged illegal acquisition of the shares of the Petitioner Company, in violation of the Regulation 13 of the SEBI (Prohibition of Insider Trading) Regulation, 1992. Brief facts leading to filing of this Petition are as follows: IFB Agro Industries Limited, the Petitioner herein, was incorporated on February 19, 1982 under the provisions of the Companies Act, 1956. The Registered office of the Petitioner Company is situated at Plot No. 1ND-5, Sector 1, East Calcutta Township, Kolkata-700 107, within the jurisdiction of this Hon'ble Bench. The authorized capital of the Petitioner Company is Rs. 12 Crore. The issued subscribed and paid up capital of the Petitioner Company is Rs. 7,70,71,110/- made up of 77,07,111 equity shares of Rs. 10/- each fully paid up. The present business of the Petitioner Company is the manufacture and sale of rectified spirit, country liquor, IMFL, marine products, carbon dioxide gas.
(2.) The Petitioner Company is a listed company and its shares being quoted on the Mumbai, Kolkata, Delhi and National Stock Exchanges. The respondent No. 1, SICGIL India Ltd., a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at, Dhun Building, 84 (Old No. 827), Annasalai, Chennai-600002. The R-2 is the Managing Director of the R-1 and is the principal person in control of the management and affairs of the R-1 Company. The respondent Nos. 3 to 6 are relatives of the R-2 within the meaning of Section 6 of the Companies Act, 1956. The R-3 is the wife of the R-2 and the R-4 to 6 are inter-related to the R-2 and 3. The R-1 Company is a manufacturing company engaged in the manufacturing of CO2 and dry ice. The Respondents whether jointly or individually have now purported to acquire, in all, a total number of 6,33,682 shares of and the Petitioner Company being approximately 8.22% of the paid up capital of the Petitioner Company as at July 9, 2004.
(3.) The Ld. Counsel for the Petitioner submitted that the Managing Director or the R-1 Company being the R-2 visited the office of the Petitioner Company in the first week of August, 2003 with a business proposal for marketing the CO2 being manufactured by the Petitioner Company and for being associated in the dry ice business carried on by Nurpur Gases Pvt. Ltd. with which the Petitioner Company had close business relationship. The proposal was discussed, where after it was decided by the Petitioner Company not to have any business tie up with the R-1 Company.;