HANS PETER KERNER Vs. COLLYER INDIA FREIGHT FORWARDING PVT LTD

JUDGEMENT

(1.) IN this order I am considering Company Petition No. 122 of 2007 filed by Shri Hans Peter Kerner under Sections 397 and 398 of the Companies Act, 1956 (hereinafter referred to as the "Act") against M/s Collyer INdia Freight Forwarding Pvt. Ltd. alleging oppression and mismanagement on the part of the respondents interalia on the grounds that the respondents have allegedly committed the acts of oppression and mismanagement by (i) allotment of further shareholding without proper notice of the Board Meeting to the petitioner thereby reducing the shareholding of the petitioner; (ii) appointment of additional directors without giving proper notice to the Board Meeting to the petitioner; and (iii) diverting business to a new entity incorporated by the R-2 which is allegedly being operated from the premises of respondent No. 1 company without payment and using the staff of respondent No. 1 company and when the R-2 is withdrawing salaries and expenses from respondent No. 1 Company.

(2.) The undisputed facts of the case are: M/s Collyer India Freight Forwarding Pvt. Ltd. was incorporated on 02.05.2006 having its registered office at B-505, Ansal Chambers-1, Bhikaji Cama Place, New Delhi-110066. The authorized share capital of the company was Rs. 10,00,000/- divided into 1,00,000 equity shares of Rs. 10/- each. The paid up capital was Rs. 10,00,000 divided into 1,00,000 equity shares of Rs. 10/- each. The objects of the company were to carry on the business of cargo agents, cargo movers, freight forwarding of cargo and goods and to act as custom clearing, mercantile agents, consultants, freight contractors, liasing agents on all matters relating to shipping liners, air freight, warehousing, transporters of cargo and goods, air chartering of bulk cargo inland or in foreign countries, logistic services and other cargo handling services.

(3.) IT was pointed out that the petitioner was an ordinary alternate director and not responsible for day to day affairs and further he resigned with effect from 23rd October 2006 when the petitioner arrived in India. The petitioner had concealed the material and substantial documents and information. He had succeeded in obtaining an ex-parte orders dated 31st August 2007 without notice to the answering respondents. Further, the petitioner also filed miscellaneous applications including the application for amendment of the petition and contempt petitions as well.