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2015 (9) TMI 1451 - HC - Companies LawScheme of merger challenged - Held that:- We find that other than the eight shares held by the appellant - Shri H.K. Chadha, 99.99% shareholders are in agreement with the merger. All creditors, bankers etc. of the respondent company have also approved the merger and there is no objection at all by them till date to the functioning of the merged company. The appellant holding merely eight shares is litigating as he is clearly peeved at his removal as statutory auditor and that the petition as well as appeal against the merger has been filed maliciously and malafide. The appellant found that by statutory operation, he being a shareholder, could not continue as the statutory auditor of the respondent no.1. He then dishonestly tried to perpetuate this appointment by setting up a false claim of transfer of his shareholding to his son Shri Raman Chadha. Much litigation, as extracted above, was generated, clearly at the instance of the appellant utilising the name of his son as a shield. From the above narration of facts, we find substance in the contention of Mr. Alok Agarwal, learned counsel for the respondent that the objections of the appellant were motivated and malafide and stem out of malice because of his removal as a statutory auditor. A Chartered Accountant by profession, such actions on the part of the appellant are in utmost bad faith. For this reason, apart from the appeal being devoid of legal merit, the appellant deserves to be burdened with heavy costs at ₹ 50,000/- to the contesting respondent. The appellant shall additionally deposit ₹ 25,000/- as costs with the Delhi High Court Legal Services Committee for burdening this court with this malafide mischievous appeal. These costs shall be deposited within four weeks from today.
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