RAJIV MEHTA Vs. GROUP 4 SECURITAS HINDUSTAN PVT LTD

JUDGEMENT

(1.) BY this petition under Sections 397, 398 and 399 read with the Sections 402, 403, 406 and 409 of the Companies Act, 1956 (hereinafter referred as "the Act"), the petitioners are seeking appropriate orders or directions for restraining the respondents from carrying on the affairs of respondent No. 1, the company, in a manner prejudicial to the interests of respondent No. 1 and its members including the petitioners. The petitioners have also asked for a declaration that the petitioners always remained the shareholders of the respondent-company and also further declaration that the petitioners always had and continued to have ownership rights over 4,000 shares of the respondent-company, and also by virtue of the said shareholding, the petitioners should be entitled to appoint two directors on the board of directors of the respondent-company and also rectification of the register of members, reconstitution of the board of directors and others.

(2.) Petitioner No. 1 claims to be an individual of Indian origin and of Swedish nationality residing in Sweden. Petitioner No. 1 claims to hold 3,910 shares of a par value of Rs. 100 each 1,564 shares with repatriation benefits and 2,446 shares without repatriation benefits. Petitioners Nos. 2 and 3 claim to hold 90 shares on a par value of Rs. 100 each in the respondent No. 1-company without repatriation benefits which, along with the shareholding of petitioner No. 1, accounts for 10.43 per cent, of the issued share capital of the respondent-company.

(3.) THE respondent-company, according to the petitioners, is a company limited by shares, registered under the Indian Companies Act, having its registered office at New Delhi. According to the petitioners, this company was initially known as Raj Securitas Limited, which company had vast experience in the Indian market and it was on the basis of this experience that respondent No. 2, decided to offer petitioner No. 1 shareholding in Group 4 Securitas Hindustan, respondent No. 1 herein. It is the case of petitioner No. 1 that it had entered into an Indian Technical Assistance Agreement on August 8, 1989, with respondent No. 3 and under the said agreement, respondent No. 3 had agreed to provide certain technical assistance to the said Raj Securitas Limited whose name was subsequently changed to Group 4 Securitas Hindustan, respondent No. 1, herein. Subsequently, an Indian shareholders' agreement was entered into between respondent No. 1, respondent No. 3 and petitioner No. 2 in terms of which the authorised share capital of respondent No. 1 was Rs. 30 lakhs divided into 30,000 shares of Rs. 100 each. Subsequently, respondent No. 1 decided to increase its issued share capital from Rs. 5,400 to Rs. 22 lakhs and to issue additional 21,946 equity shares of which 18,000 shares were subscribed by respondent No. 3.