C.N. RAMESH Vs. MARS THERAPEUTICS AND CHEMICALS LTD.

JUDGEMENT

(1.) THE petitioner -members of M/s. Mars Therapeutics and Chemicals Limited ("the Company") having the right to apply under Sections 397/398 of the Companies Act, 1956 ("the Act"), aggrieved on account of the issue of further shares impugned in the company petition, in exclusion of the petitioners, thereby relegating the petitioners to minority status, have invoked the jurisdiction of the Company Law Board, claiming the following reliefs:

(2.) SHRI R. Murari, learned Counsel, while initiating his arguments in support of the petitioners, submitted as under:

(3.) THE Company had issued and allotted additional equity share capital of Rs. 71,825,000/ - comprising of 71,825 equity shares of Rs. 100/ - each exclusively to the respondent group, without passing any resolution under Section 81(1 A) of the Act and notice of any alleged meeting, whereat any such issue was to be discussed. The petitioners and several other shareholders accounting for 22 shareholders out of the total of 32 shareholders holding 64% of shares of the Company did not receive any notice of the extraordinary general meetings reportedly held on 06.02.2006 and 15.05.2006, as affirmed in the letters and affidavits filed by them. The notice of the meeting of 15.05.2006 would show that the meeting was to be held at the registered office of the Company, but the meeting was shown to have been held at a completely different place, in terms of the extract of minutes of the meeting produced by the Company. The mere certificate of posting, without any supporting documents will not establish service of notice of the meeting and cannot be relied upon as evidence of posting. The Company has not even produced any certificate of posting for the extraordinary general meeting held on 06.02.2006. The shares were allotted at par when the net asset value of shares would be very much higher and therefore, there were no bonafides on the part of the respondents. The proof produced by the respondents for sending notices under certificate of posting has been fabricated and no reliance can be placed on any of those documents.