IN RE: GHARDA CHEMICAL LTD. Vs. STATE

JUDGEMENT

(1.) IN this order I am considering Company Application Nos. 73 of 2012 and 85 of 2012 filed in Company Petition No. 87/2010. It is noted that Company Petition No. 87 of 2010 was filed under section 397/398 read with section 402 of the Companies Act, 1956 ('the Act') seeking injunction against holding of proposed extraordinary general meeting ('EGM') to be held on 12th November, 2010 to consider resolutions to delete certain articles (of the AoA of the R -1 -company, namely, Gharda Chemicals Ltd.) including article 57 (which provides for a right of pre -emption to the shareholders). On 9th November, 2010 the CLB rejected the application for ad interim reliefs. The meeting was postponed to 10th December, 2010. On 9th December, 2010 the meeting was postponed by two months informing the shareholders that a fresh notice would be issued. Meeting was not reconvened, the notice in relation to the same lapsed. The Petitioner withdrew the appeal filed under section 10F against Company Law Board's ('CLB's') order dated 9th November, 2010. The hon'ble High Court granted liberty to adopt appropriate proceedings on fresh cause of action. Company Application No. 73 of 2012 was filed by the petitioners to amend CP No. 87 of 2010 alleging that convening of EGM on 22nd May, 2012 on the requisitionists notice dated 31st March, 2012 is a subsequent event of oppression and mismanagement. The application also sought impleadment of the requisitionists alleging their collusion with R -2. In CA No. 73 an ad interim order was passed by CLB on 21st May, 2012 noting and ordering that : "Part heard CA No. 73 of 2012 with respect to interim injunction as prayed for in CA 73 of 2012. R -1 -company is hereby allowed to hold EGM as scheduled on 22nd May, 2012 at 11.30 AM but the resolutions, if any passed, shall not be given effect to till further orders. Detailed order follows". Detailed order was also passed on 21st May, 2012 (Annexed as A -I).

(2.) BY CA No. 73 of 2012 the petitioners have sought to implead three additional respondents alleging collusion between them and R -2. Additional respondents 1, 2 and 3 are petitioner 1's daughter, son and daughter -in -law respectively. They had requisitioned EGM on 22nd May, 2012. It has been alleged that they have been colluding and conspiring with R -2 to deny the petitioners benefits of pre -emptive rights and that "The petitioner have reasons to believe that the 6th to 8th respondents have agreed to permit Dr. Gharda to sell the shares held and or otherwise controlled by him to an outsider in breach of the preemptive provisions in consideration of their being paid a huge amount of money, stated to be in the region of Rs. 90 crore (approx), which amount is already received by Dr. Gharda from his incumbent purchaser". Further, the petitioners have sought additions to the company petition to bring the issue relating to additional respondents requisitioning of the EGM. The petitioners have also sought amendment to the CP so as to bring out the subsequent developments in relation to the litigation pursued by the petitioners, more particularly Company Appeal 24 of 2010, Company Appeal 2 of 2011 and the petitioners contentions is SLP (Civil) No 16994 before the hon'ble Supreme Court.

(3.) TO support his contentions the counsel for the petitioners placed reliance on the case law in Khimji M Shah v. Ratilat Damodardas Modi : [1990] 67 Comp Cas 185 (Bom.); Shikharchand Jain v. Digamber Jain Praband Karini Saorsa : AIR 1974 SC 1178 and Jer Rutton Kavasmaneck v. Gharda Chemicals Ltd. : [2000] 36 CLA 152 (Bom.) : [2000] 2 Bom. CR 56.