R.Varadharajan, Member - (1.) The petitioner above named claiming to hold 46% of the equity share capital of the 1st respondent company has filed the above petition under the Mr.Jagdish Kumar Dhingra V. AR Plaza Private Ltd. provisions of Section 397 and Section 398 and other attendant provisions of the Companies Act, 1956 (hereinafter for brevity '1956 Act'). The Petitioner has alleged oppression of his shareholding rights and mismanagement in relation to the affairs of the 1st respondent company, by the other respondents, who are stated to be presently in the management of the 1st respondent company or had been in the past, all being part of the Board. The petitioner further alleges that he was appointed as a director as well as the Managing Director of the 1st respondent company as evidenced from Form 32 filed as Annexure P5 & Annexure P6 to the petition and that his shareholding of 46% is evidenced from Form 2 filed by the 1st respondent company dated 30.03.2010 and in view of the above it is claimed by the petitioner that he is competent to file the petition. The thrust of the allegations against the respondents is that: a) Trying to dispute his shareholding strength of 46% by deliberately manipulating and filing a prior Form 2 dated 15.03.2010 with the Registrar of Companies; b) Removal of the petitioner from directorship under Section 284 of the 1956 Act; c) Illegal Allotment of shares to the extent of 96% of the shareholding of the lsl respondent company thereby effectively excluding the petitioner from holding capital in the 1st respondent company despite advance money being paid towards share capital; d) Filing of conflicting forms dated 15.03.2010 by the respondents as against those filed by the petitioner in relation to allotment of capital in Form 2 dated 30.03.2010 and having the said Form 2 as filed by the respondents being registered but however, having those filed by petitioner kept pending and being categorized as "management dispute"; e) Sale of immovable properties standing in the name of the 1st respondent company to close associates of respondent no.2, at grossly undervalued consideration thereby causing loss and in breach of fiduciary duty.
(2.) According to the petitioner, the genesis for the entire manipulation as alleged above in relation to the 1st respondent company arose when the petitioner divulged plans about the proposed acquisition of real estate in Goa with the help of one Mr. Narayan Laddu Mandrekar, his friend to four of his other friends, including the 4th respondent herein, who also wanted to participate in the investment and which investment was made in one M/s Hotel Jackpot Inn, in which the petitioner has a 45% stake and 22.5% of the stake was picked up by his four friends, and it is averred that save the petitioner the investment subsequently was sold by others to certain persons from Delhi.
(3.) The petitioner further avers that with the assistance of the said Mr. Narayan Mandrekar, he was able to identify four other properties at different locations in Goa namely, at Assagao, Chapora Village, Siolim and Pernem Highway project properties. In the meanwhile the 4th respondent introduced the 2nd respondent and backed him heavily and induced the petitioner into joint venture with 1st respondent. He also made promise to the effect that the petitioner will have a 50% holding in the 1st respondent company and that he would be inducted in the Board of the 1st respondent company and to this effect consent was also obtained on 05.08.2007 from the petitioner. The petitioner was also made to believe that the other directors of the lst respondent company had already resigned and the 2nd respondent and the petitioner will be the only directors and no other person would be inducted into the Board without the consent of the petitioner. However, it is alleged by the Petitioner that none of the above promises were adhered to, despite a Memorandum of Understanding having been entered into assuring 50% stake in the 1st respondent company to the petitioner.;