PAVAN KUMAR BUDHIA Vs. JAY BEE PROPERTIES (P.) LTD.

JUDGEMENT

(1.) IN this order, I am considering the company application being CA No. 95 of 2009 filed by Jay Bee Properties (P.) Ltd., respondent -company, and respondent Nos. 2 and 3 in main CP No. 23(Kol) of 2009, seeking vacation of ex parte ad interim order dated 20th August, 2009 passed by Company Law Board ('CLB') and dismissal of the main petition along with other consequential reliefs. The main company petition being CP No. 23(Kol) of 2009 has been filed by the petitioners, viz., Shri Pawan Kumar Budhia and Padmavati Properties & Trusts (P.) Ltd., under section 397/398 of the Companies Act, 1956 ('the Act'), alleging various acts of oppression and mismanagement in the affairs of the respondent -company, i.e., Jay Bee Properties (P.) Ltd. and seeking various reliefs against the respondent -company as well as other respondents. The petitioners have primarily challenged the issue and allotment of 11,91,500 equity shares in the respondent -company in favour of some of the respondents by virtue of which the petitioners have been reduced from a majority shareholding of 50.004 per cent to a hopeless minority of 14.84 per cent. It has been alleged that the said issue and allotment of shares has been without any basis and in violation of the provisions of the Act and has been solely for the purpose of reducing the petitioners from majority shareholding in the company to the position of a minority. An ad interim order was passed by CLB on 20t August, 2009, which is still subsisting. During the pendency of the petition, the respondents have filed an application being CA No. 95 of 2009 challenging the maintainability of the petition and asking for recalling of the interim order and/or vacation of the said order.

(2.) BRIEFLY stated, the facts of the case are that petitioner No. 1 holds 20 shares in the company. Calcutta Capital (P.) Ltd. held 2,40,000 shares in the company and the said company being one of the transferor company along with other transferor companies, viz., Arcee Tower (P.) Ltd., Carat Investment (P.) Ltd., Auto Exports (P.) Ltd. and Avon Overseas Ltd., in terms of the order of hon'ble High Court of Calcutta dated 11th March, 2003, got merged with Krupa Agencies (P.) Ltd. (transferee -company). By virtue of the said transfer, all the properties and assets of transferor -companies, including 2,40,000 shares held by Calcutta Capital (P.) Ltd. in the respondent -company with effect from the transfer date, i.e., 1st April, 2002, stood transferred and vested without any further act or deed in the transferee company, i.e., Krupa Agencies (P.) Ltd.

(3.) IN the light of the above facts, the only question of law which is under consideration in this application, is as to whether Padmavati, the successor -in -interest of the said 2,40,000 shares in the company and whose name is not entered in the register of members of the company, can maintain a petition under section 397/398 of the Act.