TMI Blog2017 (6) TMI 458X X X X Extracts X X X X X X X X Extracts X X X X ..... which lays down that when the terms of a contract, or of a grant, or of any other disposition of property, have been reduced to the form of a document, and in all cases in which any matter is required by law to be reduced to the form of a document, no evidence shall be given in proof of the terms of such contract, grant or other disposition of property, or of such matter, except the document itself, or secondary evidence of its contents in cases in which secondary evidence is admissible under the provisions hereinbefore contained. Section 92 of the Indian Evidence Act, 1872 excludes evidence of any oral agreement or statement, when the terms of a contract, grant or disposition of property or any matter required by law to be in writing have been proved as per Section 91 of the Indian Evidence Act, 1872 for the purpose of contradicting, varying, adding to or subtracting from its terms. The principle lays down that when the terms of any such document have been proved by the primary or secondary evidence of the document, no evidence of any oral agreement or statement shall be admitted. In the present petition the Petitioners have themselves contended that consequently in terms o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , wherein his brother Petitioner No. 2 was helping him. The Petitioner No. 1 also had another company Purvanchal Agro Products Pvt. Ltd which was a private company incorporated in 2005. Respondent No. 2 is a businessman by profession and is a majority shareholder and director in various privately incorporated companies. Respondent No. 4 is the brother-in-law of the Respondent No. 2 and was a close friend to Petitioner No. 1 for a long time. The Petitioners have contended that they had acquired a factory unit for the Respondent's Company from the UPFC, deposited an earnest money and got the same transferred to the Company where they were to be a majority shareholder. However at a later point of time, their dues were paid off by the Respondents and they were ousted from the Company. The Petitioners contended that the authorized share capital of the company was ₹ 1 Crore divided into 10 Lakh equity shares of ₹ 10 each. The legally issued, subscribed and paid-up capital is ₹ 1,17,83,200/- divided into 1,17,8320 equity shares of ₹ 10/- each. The Petitioners further contended that they were the holders of 52% shareholding in the Company before the ill ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... so allotted further shares to themselves. The Petitioners have stated that they had 52% equity shareholders of the Respondent Company, before the illegal elimination and dilution of their shareholding by the Respondents, whereby they held 1,30,000 shares which was fully paid up by them. The Petitioners again submitted that as per the terms and conditions of the auction held by UPFC, Petitioner No. 1 was required to deposit an amount of ₹ 49 Lakhs out of which the Petitioner had made an upfront payment and the remaining balance was to be paid in four instalments. The Sale Deed of the same is dated 7th September, 2006 which was done prior to starting the joint venture company. The Petitioners have submitted that when the parties agreed to participate in the joint venture, the value of assets was assessed at ₹ 75 Lakhs. It was agreed that since it was being acquired for only ₹ 49 Lakhs, the Petitioners would be getting the benefit of the difference and though, it was agreed that the contribution of the Petitioners towards equity would be ₹ 13 Lakhs while that of Respondent Nos. 2 to 4 would be ₹ 36 Lakhs. The working capital, according to Petitioners, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... entually refused in July, 2008. As a consequence, the Petitioners lodged an FIR on 16th July, 2008 under Sections 406 and 506 of the IPC against the Respondents for fraud and criminal breach of trust committed by them. The Petitioners contend that the Respondents failed to respond despite being issued a legal notice on 29th July, 2008. The Petitioners contend that the Respondents had filed a counter civil suit against the Petitioners under Civil Suit No. 132 of 2008 at Calcutta seeking a declaration that the share transfer in favour of the Respondent No. 2 is valid and the Legal Notice sent by the Petitioner is illegal and invalid. Moreover, according to the Petitioners, the Respondents filed an FIR on 13th August, 2008 under Sections 379, 384 and 506 against the Petitioner No. 1 alleging that the Petitioners had resigned from the Company on 12th November, 2006 and the Petitioners together had transferred their shares to the Respondents on 9th September, 2006. The Petitioners contend that they had also made a complaint to the ROC on 25th August, 2008 complaining against the non-issuance of the share certificates by the Company to them. The Petitioners contend that they had filed a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pondents from transferring, alienating any assets or interests in assets owned by the Company. The Respondents contended that the present petition is misconceived and not maintainable in law. The Respondents further deny and dispute all allegations made by the Petitioners against them. The Respondents have also contended that the credentials of the Petitioners as had been submitted in the Petition are false. The Respondents deny the Petitioner's shareholding which, as claimed by the Petitioners, was 52%. The Respondents also deny Petitioners being the whole-time directors of the Company for the tenure as had been mentioned by them. The Respondents contend that they are the promoter directors of the company. According to the Respondents the initial authorized share capital of the company was ₹ 1 Crore divided into 10 Lakh equity shares of s. 10 each and the paid-up capital of the Company at one point of time was ₹ 3 Lakhs divided into 30,000 equity shares of ₹ 10 each, which was divided between the Respondent Nos. 2 and 3. The Respondents contend that upon the Company's incorporation a rice mill was purchased and thereafter, Respondent Nos. 2 and 3 in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t's request. Finally, the Respondents pursuant to their earlier made understanding paid off ₹ 13 Lakhs by account payee cheques. Thereafter, according to the Respondents, the Petitioners were shown to have resigned from the Board of Directors of the company, and as a consequence Respondent No. 2 duly lodged the executed share transfer form of the petitioners for registration of those shares in their names in the company. The Respondents contend that despite the aforementioned events, the Petitioners refused to hand over physical possession of the said plant, machinery and land of the said Singh Extraction Private Limited taking advantage of the local ground situation prevailing at Mirzapur of the local area to which the petitioners belonged to. The Petitioners allegedly stopped the Respondents from the possession of the land, plant and machinery. However allegedly with local intervention the petitioners were forced to surrender the same which they did after allegedly stealing 250KVA transformer of the company and sold the same to one Ashish Kumar Company for which the Respondents had filed a criminal proceeding before the Judicial Magistrate and money was recovered. The ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... h the Petitioner bought for ₹ 49 Lakhs. The Petitioner has claimed the same in both their Petition and the Rejoinder. The Petitioners, in their Petition, contend that when the Respondents and the Petitioners agreed to participate in the venture whereby the Petitioners were given 52% shareholding in the Company, the value of the assets was assessed at ₹ 75 Lakhs. The Petitioners contend that it was agreed that since it was being acquired for only ₹ 49 Lakhs, the Petitioners were to get the benefit of the difference and it was agreed that the contribution of the Petitioners towards equity would be ₹ 13 Lakhs while that of the Respondents would be ₹ 36 Lakhs. Further the Petitioners contend that the working capital was to be the responsibility of Respondents while the Petitioners would be responsible for the day to day management under the supervision of the Board. The Petitioners further contended that they inducted ₹ 38 Lakhs toward acquisition of the property, either directly or indirectly, during this period which the Petitioners have enunciated in the rejoinder wherein it has been reflected that ₹ 13 Lakhs was the amount paid by them to U ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e Company whereby they held ₹ 13 Lakhs is also found to be false, because of the apparent contradiction in the statements in the petition and the rejoinder of the Petitioners, whereby the Petitioner has contended in the petition that consequent to the terms of arrangement and understanding, ₹ 25 Lakhs was paid while ₹ 13 Lakhs was retained for the 52% equity shareholding, and in the rejoinder have contended that ₹ 13 Lakhs, that the Petitioners invested as a consideration in lieu of the share capital that they held in the company, has never been paid back by the Respondents. However, the Petitioners contend that the remaining ₹ 13 Lakhs that was paid to UPFC as earnest money by the Petitioners, has been paid off by the Respondents through account payee cheques which have also been produced for proof. The subsequent acts of the Petitioner of resigning from Directorship on 12th November, 2006, and selling their shares that they held of the Company through share transfer forms on 9th September, 2006, prove the existence of the understanding that the Respondents have claimed to have entered with the Petitioners at the inception. The claims that the Peti ..... X X X X Extracts X X X X X X X X Extracts X X X X
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