DEEPA GOYAL Vs. NANDA DEVI BUILDERS P LTD

JUDGEMENT

(1.) THE petitioner being the holder of 500 shares in the paid up share capital of Nanda Devi Builders (P) Ltd. (the company) has filed this petition alleging acts of oppression and mismanagement in the affairs of the company in terms of section 397/398 of the Companies Act, 1956 (the Act).

(2.) A summary of the petition is : The company has built a multi-storied commercial complex in Prasnat Vihar, Delhi, known as Nanda Devi Tower. This Tower consist of 5 floors including a basement. The petitioner had booked the entire 3rd floor admeasuring 1,450 sq. ft. in the said complex in 1989 at the rate of Rs. 675 per sq. ft. She had paid a sum of Rs. 3.4 lakhs in various instalments from July, 1989, to January, 1991. She had also paid Rs. 50,000 in July, 1999, for 500 shares at Rs. 100 each. As against a sum of Rs. 3.4 lakhs paid by her, the company has reflected a sum of Rs. 1.25 lakhs only in the balance sheet for the year 1991-92. The respondents have not so far handed over the possession of the premises to her, nor have asked for payment of the balance amount, nor have refunded the amount paid by her. Further, they have also not delivered the share certificates for the 500 shares allotted to her and also for 50 shares allotted to her son. However, the petitioner has learnt that the entire 3rd floor which was allotted to her has subsequently been sold to the friends of the respondents. Further, the company has also issued 1,200 further shares without any offer to the existing shareholders. The company has also proposed to remove one Shri M.R. Jindal who is representing the minority shareholders form the Board. All these acts would indicate that the respondents are carrying on the affairs of the company in a manner prejudicial to the interest of the shareholders and the company and as such, an investigation should be ordered into the affairs of the company and the Board should be superseded etc.

(3.) SHRI Aggarwal and SHRI Mathur appearing for the respective parties reiterated the averments made in their respective pleadings. Even though the main allegation of the petitioner relates to the 3rd floor in Nanda Devi Tower, yet we find that she has not sought for any relief in regard to allotment of the same to her. Further, even if there had been a prayer as such, we could not have considered the same in the present proceedings inasmuch as private agreements cannot be enforced through this petition. Even otherwise, we note that the company had already forfeited the advance paid by her as early as in 1993 after cancelling the allotment. Therefore, nothing survives on this allegation. As far as the allotment of 1,200 shares is concerned, since the allotment was made as early as in 1990, we cannot look into the bona fide of this allotment after a long gap of 8 years. In regard to the removal of SHRI Jindal as a director, this matter is already before us in CP 7 of 2001 [since reported as Jindal (M.R.) v. Nanda Devi Builders (P) Ltd. and others (2002) 1 Comp LJ 410 (CLB)]. Thus, we find that the petitioner has not been able to establish any act of mismanagement and oppression in the petition and, therefore, we dismiss this petition, with no order as to cost, with liberty to the petitioner and her son to apply for duplicate certificates in respect of the shares allotted to them and, in case they so apply, the company should issue duplicate certificates in accordance with law.