Ina Malhotra, Member - (1.) Aggrieved by the acts of oppression and mismanagement at the hands of the respondents, the petitioner has filed the present petition under Section 397, 398 of the Companies Act, 1956 read with Sections 111, 402 and 403.
(2.) A. The acts of oppression complained of are twofold: • Being illegally removed as a Director of the respondent company. • His shareholding being reduced from 97.84% to zilch. B. In respect of acts of mismanagement, the petitioner submits that: • the respondents have failed to file the Annual Returns and other statutory compliances with the ROC since 30.09.2008 with a deliberate objective of manipulating records and causing him prejudice • Respondents 3 & 4 have illegally and unauthorizedly been appointed as Directors without his knowledge and consent."
(3.) The brief background of the respondent No. 1 company has been averred as under: - "The respondent company was incorporated on 26.10.1987. In 1991, it was acquired by one Mr. Harjit Singh, Mr. Amarnath Chadha and the petitioner. Their main object was to carry on the business as builders and colonizers, dealing mainly in development of Real Estate. The authorized share capital of the company was Rs. 25 lakhs divided into 25000 equity shares of Rs. 100/- each, while the issued, subscribed and paid up capital was Rs. 1,02,000/-divided into 1020 equity shares. The petitioner became a shareholder of respondent company on 05.12.1991 having been allotted 3 shares of Rs. 100/- each. Simultaneously he also became a Director therein. In December, 2002, he was further allotted 995 equity shares increasing his stake in the respondent company to 97.84%. As per his averments, Mr. Harjit Singh later resigned as a Director and Respondent 3 & 4 were illegally appointed as Directors without his consent on 10.03.2005.";