GEES MARINE PRODUCTS PRIVATE LIMITED Vs. STATE

JUDGEMENT

(1.) THE petitioners constituting more than one tenth of the total number of shareholders of M/s. Gees Marine Products Private Limited, ("the Company"), aggrieved on account of certain acts of oppression and mismanagement in the affairs of the Company, have invoked the jurisdiction of the Company Law Board under Sections 397 & 398 of the Companies Act, 1956 ("the Act") with a view to bringing to an end the acts complained of by them and seeking the following reliefs:

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

(3.) AFTER considering the pleadings and arguments advanced by learned Counsel for the parties, the issue for consideration is whether the petitioners are entitled for the reliefs against the alleged acts of oppression and mis-management in the affairs of the Company. The main grievances of the petitioners are in relation to - (i) non-sending of notices for general meetings; (ii) non appraising of affairs of the Company; (iii) denying access to registered office of the Company and statutory records, books of account and other records of the Company; (iv) non-availability of the statutory records, books of account and other records at the registered office of the Company; (v) sharing of profits of the Company among the respondents 2 & 3 and other family members in exclusion of the petitioners and non-payment of any dividend to members; (vi) siphoning off funds and treating of trawlers of the Company, as if personal assets of the respondents; (vii) illegal attempts for sale of trawlers; (viii) indiscriminate allotments of shares; (ix) transfers of shares in contravention of articles of association of the Company; and (x) non-maintenance of board minutes in accordance with requirements of Section 193. Before dealing with these contentious issues, the preliminary objections raised on account of (a) withdrawal of the company petition by Mrs. Meruna A. Kattar, one of the petitioners who originally initiated the present proceedings; (b) defective power of attorney; and (c) authority of the power agent in prosecuting the company petition shall be examined.