VEENA NARESH SETH Vs. SETH INDUSTRIES P. LTD. AND ORS.

JUDGEMENT

(1.) THE above captioned company petition has been filed by the petitioner under sections 111, 397, 398 read with sections 402, 403 and 406 of the Companies Act, 1956 (hereinafter referred to as "the Act" in short), complaining therein certain acts of oppression and mismanagement purportedly committed by respondents Nos. 2 (since deceased, 3 and 4 in the conduct of affairs of respondent No. 1 company. Based on such complaints, the petitioner has sought various reliefs as contained in the petition. The facts in brief leading to file the present petition are as follows:

(2.) THE respondents appeared and filed their reply. In their reply, they have initially challenged the maintainability of the petition contending that the petitioner has no locus standi to file the present petition as she is not a member of the company's register of members on the date of filing of the petition. The second preliminary objection taken by the respondents is that the petition is filed belatedly without giving any explanation for such huge delay and therefore, the petition suffers from delay and laches and liable to be dismissed on this ground alone.

(3.) IN the reply, the respondents then justified the allotment of additional 14,000 shares under challenge in favour of respondents Nos. 2 and 5 saying that the same were made in the interest of the company in good faith. Furthermore, the provisions of section 81(1A), (3) do not apply to the private limited company and hence, the allotment of additional shares cannot be said to be illegal, as contended by the petitioner. The respondents have also denied the alleged siphoning off of funds and submitted that the sale of factory land to M/s. Lodha Developers P. Ltd., has been made in the interest of the company. Next plea taken by the respondents is that the petitioner has suppressed the vital and material fact relating to the issuances of duplicate shares claimed by late Mr. Naresh Seth. Lastly, the respondents have attacked the conduct of the petitioner and sought dismissal of the petition saying that since the petitioner has not approached the forum with clean hands therefore, she is not entitled for any preliminary relief sought for by the petitioner.