TMI Blog2003 (10) TMI 671X X X X Extracts X X X X X X X X Extracts X X X X ..... M/S Ganganagar Industries Limited (the company) has filed this petition under Sections 397/398 of the Companies Act, 1956 (the Act) alleging acts of oppression and mismanagement in the affairs of the company. The main allegations are that the 2nd respondent, the Managing Director, by mis-representing a portion of the industrial land held by the company as agricultural land has sold the same at a throw away price of ₹ 40 lacs as against the market value of ₹ 2 crores to his own people in breach of his fiduciary duties and that by virtue of a resolution passed under Section 81(1A) of the Act in an EOGM held on 25.1.2001 authorising the company to issue and allot not more than 82280 equity shares and another resolution passed unde ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... en the power of attorney in favour of the petitioner do not tally with the specimen signatures maintained in the company and the person who has given consent is not a member of the company. According to the respondents this petition has been filed only because the company has filed a case against a firm belonging to the petitioner's family for eviction from the land and building of the respondent company the possession of which was unauthorizedly given by the petitioner to the firm when he was a director of the company and therefore this petition has been filed mala fide and for an oblique purpose of putting pressure on the company to withdraw the eviction case. 3. The authorized representative of the petitioner reiterated the allega ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ing more than 10% shares and he has also impugned the further issue of shares, which has resulted in the holding of the petitioner and his supporters to around 1%. Therefore, this petition cannot be dismissed at the threshold before examining as to whether the issue of further shares could be considered to be an act of oppression against the petitioner and his supporters. 5. However, the respondents have questioned even the shareholdings claimed by the petitioner and his supporters before issue of further shares, The subscribed capital of the company comprised of 17720 fully paid equity shares of ₹ 20/- each before issue of further shares. Therefore, the maintain this petition, the petitioner and his supporters should hold not less ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ned in the petition. Therefore, the petitioner and his supporters do not satisfy the shareholding requirement in terms of Section 399 to maintain this petition. 6. As far as the total number of members is concerned, according to the petitioner, there were 62 shareholders as on 30th September, 2000 while according to the respondents, the total number of members was 95 as on 29.9.2001. The respondents have alleged that Shri Chetan Sethia is not a shareholder of the company and the signatures of two persons who have given power of attorney do not tally with the specimen signatures available in the company and therefore according to the respondents, the total number of members supporting the petition including the petitioner would be only 6 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he petitioner has not made out any case of oppression or mismanagement in the affairs of the company as is evident form the following: The petitioner has alleged that the company has sold a part of the factory land misrepresenting it as agricultural land and that the same has been sold at a throw away price of ₹ 40 lacs as against the market rate of ₹ 2 crores to the associates of the 2nd respondent. The piece of land was sold with the authority of the general body in the EOGM held on 28th Feb. 2001. The sale price had been approved by the Board of Directors in the meeting held on 3rd April, 2001 and the sale has not been made to any individual but to an association of persons, namely, Wholesale General Merchants Market Samiti. ..... X X X X Extracts X X X X X X X X Extracts X X X X
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