SAI SUGARS LIMITED Vs. DEEPAK SABHARWAL

JUDGEMENT

(1.) IN this order I am considering Company Petition No. 86 of 2007 filed by M/s Sai Sugars Limited, Mr. Rajinder Kumar Jain and Mr. Ghanshyam Das Gupta under Sections 397 and 398 of the Companies Act, 1956 (hereinafter referred to as the "Act") against Sh. Deepak Sabharwal and Ors. praying that the allotment of shares shown by the R-1 be declared as null and void; the appointment of R-2, R-3 and R-4 and R-5 be declared as null and void; to ask the R-1 to stop violating the provisions of the Act; status quo of the company as on 28th March 2007 be restored; to remove the Respondent from the directorship to remove the mismanagement permanently; to order R-1 to sell his and his family members' shares to the petitioner on the valuation to be done by an independent body under the guidance of the Hon'ble Bench and leave the company or purchase the shares of other shareholders at the value so fixed; and to wind up the company.

(2.) The undisputed facts of the case are: Sai Sugar Ltd. was incorporated on 19th October 2005 having its registered office at 104 Magnum House II, Karampura, Commercial Complex, New Delhi-15. The authorized share capital of the company is Rs. 25,00,000/- divided into 2,50,000/- equity shares of Rs. 10/- each and its issued, subscribed and paid up capital is Rs. 7,10,000 divided into 71,000 equity shares of Rs. 10/- each. The main objects of the company are to set up, establish and carry on in India or elsewhere outside India the business as manufacturers, produces, processors, wholesalers, retailers, buyers, seller, traders, brokers, importers, exporters, suppliers, stockists, commission agents, distributors or otherwise deal in sugar gur, khandsari sugar, sugar candy, sugar chocolates, toffees and other allied terms and things made from or with the held of sugar, etc.

(3.) IT was argued that P-2 and P-3 have themselves submitted that the company having been named as a Petitioner in this petition does not work to deem the same as fatal to the case of the P-2 and P-3, the Respondents' plea of maintainability would work qua only the Petitioner No. 1 i.e. the company in the Petition No. 86 of 2007 that without prejudice to their rights and contentions in the Petition they have no objection to the removal of the name of the company from the array of parties to partly satisfy the objection taken by the Respondents and the Petition may be directed to be proceeded with the names of the P-2 and P-3. IT was argued that the Petition is having no merits in the present form, hence the petitioners should withdraw this petition, however, they would have no right to file the fresh petition. IT was argued that where a plaintiff omits to sue in respect of, or intentionally relinquishes, any portion of his claim, he shall not afterwards sue in respect of the portion so omitted or relinquished. Further, it was contended that deletion of the name of the company as petitioner will not serve the maintainability of the present petition and it will be non-joinder of defendants as without the company in the present petition what shall remain would be the personal dispute and petition between the two parties and not the company petition and hence liable to be rejected.