9911796707
TMI Blog2012 (7) TMI 56X X X X Extracts X X X X X X X X Extracts X X X X ..... n. Shri Pradip Jain, learned counsel for the petitioners submitted that the first petitioner and the second respondent and one Mr. Nitish Kumar Chakravorty were the subscribers to the memorandum and holding each one-third in the share capital of the company. They were also the first directors of the company. The shareholding pattern was maintained proportionately. The shares belonging to Shri Nitish Kumar Chakravorty were transferred to Mrs. Mrudula Parekh, i.e., the third respondent herein. The said transfer of shares to the third respondent who is the wife of the second respondent was done purposefully to capture the management and control over the company by the second and third respondents. The signature of petitioner No. 1 was taken on ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ollowing decisions : (i) In the matter of Sumit Jain v. Alliance Dermatological (P.) Ltd. [2009] 150 Comp Cas 198/95 SCL 26 (CLB - New Delhi). It is of the view (page 202 of 150 Comp Cas) "Even otherwise, in a quasi partnership, removal of a partner/director that too by applying section 283(1)(g) of the Act is a gross act of oppression. From the tenor of the reply of the respondents wherein they have made various allegations against the petitioners, it is quite apparent that their intention to remove the petitioner as a director is quite evident and obviously the statutory provision, viz., section 283(1)(g) of the Act had been applied to remove the petitioner as a director. No doubt, even in a quasi partnership, a partner/direc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s debts will have to be cleared of and the balance if any remains will be appropriately transferred to the profit and loss account and then it will be under consideration of the board of directors for the purpose of distribution of dividend having regard to the other statutory provisions and enhancements in this regard. However, the petitioner was not in agreement to the above and who in connivance of the officers of the Union Bank of India managed to freeze the operations of the company's current account thereby causing lots of difficulties and the affairs of the company came to a grinding halt and there was a scramble of creditors besides the company being forced to face inevitable consequence on account of non-payment of statutory dues. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... upon by them. After analysing the pleadings, it is to be decided whether the petitioners have made out any case to grant reliefs as prayed for. From the reliefs it is seen that the petitioners have sought indulgence of this Bench to take over the charge of the company and wind up the same and prayed that the interest of the petitioners and the creditors are taken care of and also sought direction to respondents Nos. 2 and 3 to deposit any funds collected by them on behalf of respondent No. 1 company and also sought direction to furnish the account of the same. It is an admitted fact that the first petitioner is the subscriber to the memorandum and also by virtue of article 14, he became the first director of the company. One of the grievanc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s of the petitioners that the third respondent was appointed by misrepresenting the petitioner is concerned the third respondent was appointed on December 21, 1993 and the annual returns filed for the years 1996 and 1997, the name of the third respondent along with the petitioner and the second respondent were shown as directors and the petitioners signed on the annual returns. Moreover the appointment was done away back in the year 1993 and the petitioner signed the annual returns and there is no document to show that the petitioner expressed his concern with regard to misrepresentation by the respondents. Raising of such issue that too, after lapse of 16 years is completely unwarranted and an after thought. So far as the removal of the fi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ettled between the respondents and bank and the hon'ble High Court recorded the same in their order dated December 15, 2009. The citations relied upon by the petitioners are not applicable to the facts of the present case. On the other hand the Company Law Board was of the view that even in a quasi partnership a partner/director can be removed if his acts are prejudicial to the interest of the company. In the present case the reason given in the explanatory statement that the first petitioner has acted against the interest of the company. Therefore, the decision of the Sumit Jain (supra) squarely applicable to the facts of the case which goes in favour of the respondents. On overall the petitioners have not made out any case either on oppre ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
