HEMANT D VAKIL Vs. RDI PRINT AND PUBLISHING PVT LTD

JUDGEMENT

(1.) THIS is a petition filed on May 14, 1992, under Section 397/398 of the Companies Act, 1956, by Shri Hemant D. Vakil and three other shareholders of RDI Print and Publishing Pvt. Ltd. (hereinafter referred to as "RDIL") holding 8.29 per cent. shares. The petition is supported by three other shareholders holding 2.96 per cent. of RDIL. RDIL was incorporated in December, 1978, as a private limited company with the main object of acquiring, printing, publishing and circulating and/or dealing with newspapers, journals, magazines, periodicals and other publications and for editing and carrying on other business as proprietor and publisher of newspapers, journals, magazines and other literary works. RDIL became a Section 43A-company on October 1, 1988, and as per the certificate issued by the Registrar of Companies, Maharashtra, it ceased to be a Section 43A-company on January 31, 1991, in terms of Notification No. G.S.R. 795(E), dated September 18, 1990.

(2.) The first respondent is RDIL and the second respondent is Shri Minoo H. Mody, who is the vice-chairman and director of RDIL. Respondent No. 3. Shri Anil S. Gore, is the managing director of RDIL and respondent No. 4. Shri V. L. Ukidave, is Director (Finance) of RDIL. Respondent No. 5, Shri Noshir S. Dhabhar, respondent No. 6, Shri Homi S. Ayrton, and respondent No. 8, Shri Gurpreet Seekond, are shareholders of the company either individually or jointly and are additional directors of the company appointed at a meeting of the board of directors of RDIL held on 6th April, 1992, the minutes of which are disputed by the petitioners. Respondent No. 7, Mr. Praxy Fernandas, is also a director of the company. Respondent No. 9, Shri Surendra Butala, is a shareholder of RDIL and supporter of the Mody group and it is the case of the petitioners that he has actively participated in the conspiracy of the Mody group to get a majority control of RDIL and is also a beneficiary of the conspiracy. Respondent No. 10, Crown Holdings Pvt. Ltd. (hereinafter referred to as "Crown"), is a private limited company, the shareholders of which predominently comprise directors and employees of RDIL and is controlled by respondents Nos. 2 to 5 and 8. Respondent No. 10 has been made party by the petitioners on the ground that this company has been used as vehicle for the fraud perpetrated upon the shareholders of RDIL. Respondent No. 11, Shri Malcom Adiseshiah, is the chairman and director of RDIL. Respondent No. 12, Samrat Holdings Pvt. Ltd. (hereinafter referred to as "Samrat"), is a private limited company and is a wholly owned subsidiary of RDIL. the directors of which are respondents Nos. 2 to 5. The petitioners have made this company a party to the proceedings on the ground that this company is being used by respondents Nos. 2 to 6 and 8, to misappropriate and misuse and misdirect the funds of RDIL for the personal aggrandisment of these respondents. All other respondents Nos. 13 to 20 are members of the company and some of them are also directors.

(3.) ON behalf of RDIL, Shri Anil Gore, managing director, has filed a reply. Respondents Nos. 2, 3 and 4 have also filed short replies denying the personal allegations made against the respondents. Respondent No. 7 has filed a reply mainly dealing with the appointment of alternate director for him at the board meeting held on April 6, 1992. Shri N.S. Dhabhar, director of respondent No. 10, i.e., Crown, has filed a reply on behalf of the company and Sh. Gore, chairman of Samrat, has filed a reply on behalf of respondent No. 12.