TMI Blog2007 (5) TMI 649X X X X Extracts X X X X X X X X Extracts X X X X ..... etition as annexure 1 2 respectively. Smt. Sunita Sharma resigned from the directorship and on 28.8.96 Mrs. Vinita Gupta was inducted as a new Director in place of Smt. Sunita Sharma. Respondent No. 2 namely Shri Pradeep Singhal joined the company in the year 2002, was also made a director. 3. Smt. Anjoo Jain, Counsel for the petitioners contended that the petitioner No. 1 being the director of the company has never resigned from the directorship of the company. The respondents have illegally and fraudulently removed the petitioner No. 1 from the directorship of the company. The petitioner No. 1 got to know about her resignation through a communication received from the respondent No. 2 dated 12.8.2005 on 16.8.2005 in reply of petitioners letter dated 9.8.2005. She was informed that she has resigned on 5.3.2005. It was pointed out that the respondents fraudulently forged her signature in order to force her out of the affairs of the company. In fact, the petitioner never submitted her resignation to the Company either by means of any hand written or typed letters and hence the contention of the respondents is false and concocted and is aimed at confusing the Hon'ble Board. A ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ara 6.9 that the petitioner No. 1 resigned from the company in response to the threats for legal case and arrest of Directors of the company by the Bankers. It is however pertinent to mention that the letter dated 31.3.2005 was received from the bank in 1st week of April 2005 and the respondent No. 3 has informed the Union Bank of India about the resignation of the petitioner No. 1 on 6.7.2005 vide their letter dated 5.7.2005 and also to State Bank of India on 12.9.2005 vide their letter dated 8.9.2005. The resignation of petitioner No. 1 by illegal means has been shown on 5.3.2005 which shows that the story made by the respondents at this stage is nothing but fiction. The alleged resignation as a copy obtained from the ROC's record was made on 5.3.2005 and on the same day at 2 p.m. the Board Meeting was held without giving notice of the same, which is a clear proof that no resignation as given by the petitioner No. 1. Moreover, the respondents have failed to produce the minute book of the company even before the Hon'ble Court. 4. The counsel for the petitioners argued that the authorized share capital of the company at the time of incorporation was ₹ 50,00,000 div ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s dated 30.1.06. - Audited Annual Accounts for the financial year ended 31.3.2005. The following document were made available to the petitioner vide the directions of Hon'ble Board on 13.2.2006. - Statement of Accounts of Mrs. Poonam Sharma for the financial year ended 31.3.2005. It was argued that the bare perusal of the account, petitioner No. 1 received vide letter dated 20.2.06 of the counsel of the respondent is a glaring instance of siphoning off of funds. It was pointed out that the respondent has mentioned in the Staff Advance account of the petitioner No. 1 that the company had debited a sum of ₹ 10,000/- in cash to her account on 26.12.2004. This fact is totally baseless. This is one of the instance which has come in the knowledge of the petitioner. The same impugned statement in the Staff Advance Account has been certified by the Auditor which proves that the respondent No. 2 and the company auditor are involved in collusion whereby funds of the company have been manipulated in favour of the respondent No. .2. Further, it was pointed out that the perusal of petitioner No. 1 Director's salary A/c alongwith detail of salary paid to Poonam Sharma i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hospitals, laboratories and research institutions. Mr. Prdeep K. Singhal has been heading the marketing function in the company successfully. He is a visiting faculty in various seminars and workshops conducted by reputed Professional bodies life Indian Medical Association. It was claimed that the company has done exceedingly well under the leadership of Mr. Singhal. It was further pointed out that the respondent No. 2 and 3 have also played crucial role in arranging funds for the company. Apart from contributing towards share capital and arranging finance from strategic investors, the respondents had also mortgaged their properties in favour of the bank to enable the respondent company to avail working capital facilities from the bank(s). However, petitioners had not extended such securities to the bank. The bank had taken personal guarantees of all the directors of the respondent company including the petitioner No. 1. However, the bankers have released the personal guarantee of petitioner No. 1 after her resignation from the Board of Directors of the company. It was emphasised that the respondents have put on stake, their entire life time savings and immovable properties in runn ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t was further argued that the petitioner No. 1 and her brother duped the creditors of Productive Diagnostics Pvt. Ltd. by disposing off the entire assets of Productive Diagnostics Pvt. Ltd. On a winding up petition filed by the creditors the Hon'ble High Court of Delhi has appointed Official Liquidator as Provisional Liquidator. The Regd. Office of Productive Diagnostics Pvt. Ltd. has also been sealed by the orders of the Hon'ble High Court of Delhi. It speaks volume on the conduct of the petitioner. Once the Bank problems at Productive Diagnostics Pvt. Ltd. got solved and when the respondent company started demanding the company property i.e. the Wagon R car and the Mobile phone in the possession of the petitioner No. 1 she started creating nuisance at office premises of Professional Biotech Pvt. Ltd. The petitioner No. 1, her brother Mr. Shashikant, petitioner No. 2 Mr. Madhu Sudan Sharma and some of their other hired people started creating scenes and problems at the premises of Professional Biotech P. Ltd. including giving daily threats to Respondent No. 2, Respondent No. 3 and the Respondent Company's employees. The threats and harassment reached a stage that the m ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of relief s sought that the properties located at G/167-B, G Block , Hari Nagar, New Delhi and 10, First Floor, Sindhur Nest, No. 9, Balfour Road, Kilpauk Chennai-600010 are owned by the company. Again they have emphatically claimed in the petition in Interim Order in para 9(c) the same thing. However when countered with evidence they have denied in their rejoinder that they have never claimed that the properties are owned by the company. My attention was drawn to para 8(d) and para 9(c) of the petition. Para 8(d) of petition.... direct the respondents to confirm and verify the existence of all the assets, fixed as well as movable, including the immovable properties (namely) - (i)G/167-B, G Block, Hari Nagar, New Delhi-110052, (ii) 10 First Floor, Sindhur Nest, No. 9, Balfour Road, Kilpauk, Chennai-600010. Para 9(c) of petition under the head Interim Order- grant of an ad-interim injunction restraining the second Respondent from disposing of or encumbering, alienating, or dealing with any of the Company's properties (namely - (i) G/167-B, G Block Hari Nagar, Delhi - (sic) 10 First Floor. Sindur Nest, No. 9 Balfour Road, Kilpauk, Chennai - (sic). Para 6.33 of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the petition. That the company has an office in No. 10 First Floor, Sindur Nest, No. 9, Balfour Road, Kilpauk Chennai-600010., the proceeds and the accounts of the same have never been informed to the petitioner nor the status of employees, business, expenditure, profits/losses have never been discussed with the petitioner. Point No. 6 of para 6.15 of the Rejoinder That the petitioner No. 1 had not been informed as to the purposes for which the office at No. 10 First Floor, Sindur Nest, No. 9, Balfour Road, Kilpauk Chennai-600010., was used by the company. The respondents also never informed the petitioner of the proceeds and accounts of the same nor was she informed of the status of employees, business, expenditure, profits/losses of the said office in Chennai. It is pertinent to note that when countered during arguments by furnishing the mobile bills of petitioner No. 1 wherein she has made several calls to our Vice President Marketing and Operations based at Chennai - Mr. T. Chidambaram and Mr. Chidanand Swamy - one of the staff of Chennai office, she had no reply to offer in support of her allegation. Besides this even the account opening form for opening the accou ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y as shareholders, which is a pre-requisite for any petition under Sections 397 and 398 of the Companies Act, 1956. The petitioners had made wild allegations against he respondents, that they are making un-accounted sales in cash, gifting the computers to their relatives etc. However, the petitioners have miserably failed to substantiate their allegations. The petitioners have miserably failed to substantiate their allegations. The petitioners have made false statement of facts knowingly under oath. The petitioners are also guilty of disclosing selective information and concealment of material facts, e.g., Mr. Pradeep K. Singhal was already working as Marketing Manager in the Company since February 1998. 15. I have considered the facts and circumstances of this case at length. On consideration of the pleadings and the documents filed therewith as well the arguments of the counsels for the petitioners and the respondents. I find that the preliminary objections raised by the respondents are tenable. The petitioners have not come with clean hands. The petitioner is silent about her hand written resignation. The respondents objection regarding false claims contained in para 8(d); 9( ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... equity and he who comes into equity must come with clean hands. The petition is not maintainable on this ground alone. However, even on merits, the petitioners have failed to make out their case of oppression or mismanagement. Not a single instance can be considered to be amounting to oppression or mismanagement in this case. Subsequent to petitioner's hand about allotment of further shares reducing the petitioner from their shareholding of 12.94 to 9% sounds a meaningless rattle deserving no remedy or redressal under Sections 397 of the Act. Nor is there a case for any relief under Section 398 of the Act. The so-called instance of mismanagement by way of siphoning off of funds amounting to ₹ 10,000/- debited to the petitioners account with the alleged connivance of the Auditors tells more about the petitioners' conduct than that of the respondents. 16. In view of the foregoing, I find no reason to allow the petition. The allegations of oppression and mismanagement being unproved, the petitioners failing to meet the preliminary objections leave no option with me than to dismiss the petition. Hence, petition is hereby dismissed. However, the petitioners are at lib ..... 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