N M PIMPALKAR Vs. NARKESARI PRAKASHAN LTD

JUDGEMENT

(1.) SHRI Madhav Pimpalkar of Nagpur has filed this petition under Section 237 of the Companies Act, 1956 (hereinafter called "the Act"), seeking an order for investigation into the administrative affairs of Narkesari Prakashan Limited, Nagpur (hereinafter called "the company"). The justification provided by the petitioner is that he, a shareholder holding 20 shares along with other shareholders passed a resolution at the annual general meeting held on September, 29, 1997, unanimously approving the appointment of one Dr. R. H. Tupkari as managing director of the company for a period of one year. This resolution, even though originally proposed by the company for appointment for a term of three years to Dr. R. H. Tupkari, was reduced to a one year term as the meeting was told that it was at the request of Dr. Tupkari himself. After the appointment in September, 1997, Dr. Tupkari was relieved of his post within two months. According to the applicant, he has reasons to believe that the chairman of the company hurriedly demanded the resignation of Dr. Tupkari for unknown reasons. Though it was reported in the newspapers that Dr. Tupkari has resigned on December, 15, 1997, he was not relieved immediately. According to the petitioner, the resignation letter indicates that pressure was brought on Dr. Tupkari since the resignation letter starts with the statement "As suggested by you". It is further alleged that the chairman and the board of directors were interested in another individual who was appointed as OSD on September 4, 1997, on almost the same terms as the managing director and this individual not only was given enormous powers but was also made to take charge as managing director with effect from January 15, 1998. He was virtually, vested with substantial powers when Dr. Tupkari was functioning as a managing director which according to the petitioner is not only mala fide but is also a contravention under Section 197A of the Companies Act.

(2.) The reply to the petition filed on behalf of the company states that the petition is not maintainable as the petitioner does not satisfy the test under Section 399 of the Companies Act. Further, the circumstances prescribed under Section 237 have not been satisfied. With regard to the merits, it is stated, that Dr. Tupkari voluntarily submitted a letter that he is not interested to be appointed for a term of three years. Further, Dr. Tupkari voluntarily resigned thereafter. A board meeting was convened on December 15, 1997, at which he himself expressed satisfaction that he is being relieved. However, he was requested to continue till alternate arrangements are made. All other allegations were denied.

(3.) WE have considered the facts and the prayers as contained in the petition.