SHRI O.K. AUGUSTY Vs. OFS INDUSTRIES (P) LTD. AND ORS.

JUDGEMENT

(1.) IN this order I am considering Company Petition No. 4 of 2007 filed by Shri O.K. Augusty under Sections 397, 398, 399, 402, 403 Companies Act, 1956 (hereinafter referred to as the "Act") against M/s OFS Industries Pvt. Ltd. and Ors. alleging illegal increase and allotment of shares and siphoning off of the funds of the R -1 fraudulently by R -8 in connivance with other respondents causing enormous loss to the R -1.

(2.) THE undisputed facts of the case are: M/s OFS Industries Pvt. Ltd. was incorporated on 15.12.1983 having its registered office at 126, Damji Shamji Udyog Bhavan, Verra Desai Road, Andheri (west) Mumbai. The current allegedly illegally authorized share capital of the company is Rs. 1,00,00,000 divided into 10,00,000 equity shares of 10/ - each. The main objects of the company are to carry on the business in India or outside India of manufacturing, producing, processing oilfield equipments independently and/or in technical collaboration with principal and/or others and to act as importers, exporters, dealers, distributors, traders, agents, purchasers, sellers representatives for buying & selling collaborators, merchandises, stockists, warehouses , transporters of oilfield equipment and also to render engineering consultancy services as engineering, consultants in the field of oilfield in India and/or outside India.

(3.) IT was pointed out that at this stage, R -3 was merely a dormant Director. Sometime in 1997 -1998, the petitioner started facing difficulty in attending to the business of the respondent company on a regular basis on account of his personal difficulty occasioned because of the litigation with his wife for the custody of his daughter. At this stage, R -3 offered to help. Accordingly, R -3 was given free hand to look after the day to day working and management of the respondent company. Nevertheless, his power was circumscribed inasmuch as he had to keep the petitioner informed of the activities and had to take prior consent in respect of all major policy issues in the company. At this stage, even R -2 was inducted on the board of the respondent company.