M.B.SHARMA, J. - (1.) BY this company petition under Section 398 of the Companies Act, 1956 (for short, 'the Act'), against Gaurav Pvt. Ltd. (for short, 'the company'), the petitioner, Dhannalal Banthia, has sought the following reliefs : (i) to pass an order for the change of the management of the company and the petitioner may be ordered to be appointed as director of the company, (ii) Shri Dharam Chand Jain and Shri Suresh Chand Jain may be ordered to be removed from the post of directors and they may be restrained from controlling the management of the company, (iii) to set aside all the meetings held by the directors of the company, (iv) to pass an order setting aside all the illegal actions and decisions taken by the directors in the affairs of the company and for the same the directors personally be held liable, (v) to pay the due amount of the petitioner and also pay dividend to the petitioner on his shares with interest.
(2.) THE company was incorporated on October 21, 1982, and has its registered office at Jaipur. As appears from the memorandum of association and articles of association of the company (annexure 1) initially the authorised share capital of the company was Rs. 5,00,000 (Rs. 5 lakhs) divided into 5,000 equity shares of Rs. 100 each. But by a special resolution passed in its extraordinary general meeting in 1983 the articles of association of the company were amended and the share capital of the company was fixed as Rs. 13,00,000 (Rs. 13 lakhs) divided into 5,000 equity shares of Rs. 100 each and 8,000 9% non -cumulative redeemable preference shares of Rs. 100 each. Again, on April 19, 1984, by resolution the share capital of the company was fixed at Rs. 15 lakhs divided into 5,000 equity shares of Rs. 100 each and 10,000 9% non -cumulative redeemable preferential shares of Rs. 100 each. The objects of the company as per its memorandum of association and articles of association are many, including the object to carry on the business of builders, contractors, engineers, designers, architects, masonry, plumbers, decorators and furnishers and to purchase, take on lease, hire, build, construct, own, alter, maintain, enlarge, pull down, remove, renovate, replace, furnish, decorate, manage, improve, develop, erect or otherwise acquire and to sell, lease out, exchange, contract, allot, let on hire or otherwise deal in land (freehold and leasehold) flats, dwelling houses, apartments, offices, factories, etc. To achieve the aforesaid objects, an agreement for sale of a half portion of Haveli Banthia Building, bearing Municipal No. 2050, situated at Chowkri Ghat Gate, Rasta Haldiyan, Jaipur, was entered into between the petitioner, Smt. Sajjan Devi, his wife and her sons, the owners of the building and Ganesh Narain Agrawal and Dharam Chand Jain, directors of the company, allegedly for a consideration of Rs. 8 lakhs though the registration for the aforesaid share of the Haveli was executed only for Rs. 5 lakhs and Rs. 3 lakhs is said to have been agreed to be paid separately. The other half portion of the said Haveli is said to have been purchased by the directors from the other owner of the company. Out of the sale consideration Rs. 1 lakh was to be paid in cash and Rs. 4 lakhs were to be paid by way of preferential redeemable shares and the rest of the amount was to be paid separately in cash. In furtherance of the aforesaid agreement, a sale deed was executed on November 10, 1982, for a consideration of Rs. 5 lakhs and a sum of Rs. 3 lakhs was agreed to be paid after execution of both the sale deeds and according to the petitioner it was never paid.
(3.) THUS , the case of the petitioner is that he is the holder of 4,000 redeemable preferential shares of the value of Rs. 100 each, i.e., of a total value of Rs. 4 lakhs, and his preferential shares became equity shares after two years and certain rights have been conferred on him including the right to vote but neither has the company issued any notice of the meeting to the petitioner nor has the petitioner received the same till today. In fact no meeting as per the provisions of the Act is ever being held by the directors of the company nor has it ever informed the petitioner that others that the dividends have not yet been paid. A true account of the affairs of the company is neither maintained nor submitted to the Registrar of Companies. According to the petitioner, the directors and officers of the company are mismanaging the affairs of the company and are taking undue advantage. Therefore, the aforesaid prayers have been made.;