TMI Blog1986 (10) TMI 263X X X X Extracts X X X X X X X X Extracts X X X X ..... company be ordered to be wound up by this court on the various grounds mentioned in paras 8 to 14 of the petition read with section 433( c ) and ( f ) of the Act. After presentation of the petition, this court issued a show-cause notice to the company as to why the petition should not be admitted and published. After the service of the petition, Shri U.N. Bhandari appeared on behalf of the company and filed a reply to the petition. The reply is signed by Shri R. C. Goenka, director of the company. In the reply, the company prayed that the winding-up petition be summarily dismissed. Shri M.R. Calla has filed a petition on behalf of S/Shri P.N. Malpani, A.K. Baweja, Subash Kasliwal, Shyam Sundar Mundra and Raman Ram Niwas, said to be the d ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ., which is deeply interested in scuttling the efforts of the company to seek recognition under the Securities Contracts (Regulation) Act. In the petition filed by Shri P.N. Malpani and others, it was contended that the certificate of incorporation was issued to the company on December 28, 1983. Before the expiry of 18 months from the date of incorporation, the first annual general meeting was required to be held by the company under para 50 of the articles of association. It was thus contended that on or before June 27, 1985, no annual general meeting was held. It was also submitted that in view of para 69 of the articles of association, the council of management is to retire on the first annual general meeting and, thus, the council of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the petition, his clients are the true representatives of the company and, therefore, a notice of the petition be served upon them to file a reply. Shri U.N. Bhandari, controverting the submissions made by Shri M.R. Calla, submitted that Shri P.N. Malpani and others are not competent to challenge the status of Shri Shiv Kumar Mansinghka and his other seven associates. In fact, they did not represent the Jaipur Stock Exchange. Shri Bhandari submitted that if Shri P. N. Malpani and others have any grievance, the proper course for them would be to get this matter decided either by filing a civil suit in the court of competent jurisdiction or by taking other appropriate proceedings. In any case, his submission is that the issues raised by Sh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t to annexure R/G which bears testimony to the submissions made by him. Shri Bhandari also submitted that in fact ten directors attended the meeting on March 15, 1986. The attendance was recorded, vide annexure R/F. The minutes of the meeting have been incorporated in annexure R/E. The hotel bill, annexure R/E/2, was also filed. Shri Bhandari pointed out that Raman Ram Niwas, who is said to be present in the meeting held by Shri Malpani and his associates on March 15, 1986, was present in the meeting held by the groups represented by Mansinghka and it stands proved by the fact that annexure R/F, which is the attendance record, bears the signatures of Raman Ram Niwas. Shri Raman Ram Niwas or Shri Malpani and others have not filed any affidav ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ociates are taking active steps in the management of the company. There is also on record prima facie evidence to hold that the adjourned annual general meeting was held and the directors were re-elected. Shri Bhandari relied upon Maharaja Exports v. Apparels Exports Promotion Council [1986] 60 Comp. Cas. 353 (Delhi) and submitted that a dispute whether the annual general meeting held was legal or not, can be considered by a civil court in a suit for declaration. His submission is that the various questions raised by Shri M. R. Calla can easily be resolved by the civil court which has jurisdiction to entertain the suit and to adjudicate upon such dispute. In that case, it was held that except in cases where the Companies Act, 1956, ..... X X X X Extracts X X X X X X X X Extracts X X X X
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