TMI Blog2004 (3) TMI 796X X X X Extracts X X X X X X X X Extracts X X X X ..... ized share capital of the company as on 31.3.2000 is ₹ 20 lakhs divided into 2,00,000 equity shares of ₹ 10 each. The issued, subscribed, paid up share capital as on 31.3.2000 is ₹ 15,00,000 divided into 300 equity shares of ₹ 10 each duly paid up issued for cash at par and 1,49,700 equity shares of ₹ 10 each fully paid up issued for consideration other than cash. The Articles of Association of the company indicate the objective of the company to promote, buy, sell or acquire, construct, or renovate any land -building houses and other immovable property of any kind. 4. The facts of the case given by the petitioner are that the petitioner has been honored with numerous awards including Padma Bhushan and Arjuna Award and is a dedicated sportsman. M/s Venture India (Regd) a partnership firm was started in 1995 by Shri Ravinder Kohli son of the petitioner with Mr. S.K. Mutreja, as its two partners with its Head Office at East of Kailash, New Delhi for carrying on the business of Real Estate developers and contractors. The firm was awarded a contract by Air Force Naval Housing Board(R-7) to procure and deliver over 108 farm houses of 1 acre each in Tehsi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ew company i.e. Venture India Developers Pvt. Ltd. from the Registrar of Companies, NCT Delhi and Haryana and had got the Memorandum and Articles of Association printed. The petitioner alleges that when he objected and became vigilant R-3 got the company incorporated under the name of Venture India Properties Pvt. Ltd. with the office of ROC, Jalandhar. 8. It was further alleged that as a first step, R-3, on the pretext of maintaining accounts, shifted the entire records and files from the Gurgaon office to K- 32 Jangpura Extn. New Delhi without the prior consent of the other partners, when objected by the other partners, R-3 persuaded them to agree in the ultimate interest of the company. Similarly, R-3 procured a large number of pre-signed blank cheques from the petitioner and Shri S.K. Mutreja so that he could misuse these cheques at a future date. R-3 also refused inspection of the accounts books and misbehaved physically with the partners and other representatives. The petitioners have mentioned that during Aug. 1998 a cheque was issued to one Mr. Ashok Mehta (brother-in-law of R-4) resident of Noida. On checking it was noticed that Mr. Mehta never lived there, and his actu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n passed therein are also not valid. The relevant portion of para 11 of the judgment reads as --------In the absence the copy of the said notice and the postal receipts evidencing that the notices were duly sent at the right address and was received by the petitioner, we are of the view that the respondents have failed to discharge their burden to substantiate that the AGM was validly held and the resolutions therein was validly passed. It will be necessary to mention that the Apex Court in the case of Parameshwari Prasad Gupta v. Union of India (1973 SC 2389) has held that a meeting of the Board of Directors held without sending notice to the director was invalid and the resolutions passed therein are also not valid. 11. The petitioner submitted that in a sudden and abrupt development the respondent No. 3 manipulated the statutory books and shifted all of them to his residence at A-8, Sector 17, Noida. The Board Meeting for shifting of office is purported to have been held on 22.3.99 for which no notice whatsoever had been issued to the petitioner director. The petitioner has further alleged the diversion/misappropriation of funds and that R-3 had projected a profit of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... gement alleged. Further there is no allegation against R-1, 2 and 4. All allegations are against R-3. The petitioner has sought to challenge the past and completed transactions of the company. The petitioner has concealed material facts that he has filed numerous complaints before AFNHB and also with various police stations on the same grounds. The petitioner is a person of fractious temperament and prone to making wild allegations. The learned counsel for respondents has enumerated number of complaints filed with the police at Gurgaon and Noida. The respondent have alleged that the petitioner was creating obstructions in smooth functioning of the company and he was therefore removed from the directorship of the company. Many other instances of writing letters to various authorities including Air Force, Naval Housing Board was also referred to by the learned counsel for the respondent. 15. The learned counsel for respondent further submitted that the partnership firm which was started in 1995 with Mr. Ravinder Kohli and Mr. S.K. Mutreja, as its partners, was not awarded contract by R-7(AFNHB). Only a letter of intent was issued to this firm and the same firm was reconstituted on ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e person, is how alleging mismanagement without producing any evidence of the same against present directors. Further the petitioner and his son were removed as they were acting against the interest of the company. 17. The counsel for the respondent also submitted that the company withdrew ₹ 9.40 lakhs for meeting its own needs which is duly accounted for in its books of accounts. Further the respondent stated that all the other allegations with regard to siphoning of funds are without evidence and based on conjectures and apprehensions which cannot form the basis of oppression and mismanagement. 18. The learned counsel for respondent referred to the following judgments:- 1. Shanti Prasad Jain v. Kalinga Tubes Ltd 1965 35 Comp. Cases 351(SC). The Supreme Court in this case has defined oppression as The phrase oppressive to some part of the members -suggest that the conduct complained of should at the lowest involve a visible departure from the standards of fair standards of fair dealing and a violation of the conditions of fair play on which every shareholder who entrusts his money to a company is entitled to rely. 2. Needle Industries (India) Ltd. and Ors. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tations and to other authorities. They were not functioning as responsible directors and their removal from the directorship, therefore, was not an oppression as it was not a continuous act. Smt. Kanak Lata Ghose v. Amal Kumar Ghose AIR 1917 Calcutta 328. 6. Achamma Thomas v. E.R. Fairman AIR 1970 Mysore 77. These two cases deal with dispatch of notices by UPC's and receipt thereof. The learned counsel submitted that they had posted the notices from Shahadara Post Office as one of their employee was residing in Shahadara and while going to home he dispatched these letters at Shahadara. Once the letters have been posted under UPC the presumption should be made that service of document has been completed in view of above quoted two judgments. 19. The counsel for R-1, 2 and 4 further submitted that the petitioner has been continuously drawing salary whereas R-2 was not drawing any salary. Further with regard to the loan of the petitioner which is only ₹ 9 lakhs, he has never asked for it to be returned. Further other directors have also given substantial interest free loans to the company. 20. The respondents No. 3, Shri Puneet Bhagat who is son of R-2 Smt. Su ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . With their money struck, respondent No. 3 and respondent No. 2 were left with no option. Subsequently, the partnership was reframed vide an agreement dated 23.8.1996 wherein the petitioner, Mr. Sushil Kumar Mutreja and respondent No. 2 remained partners with one third share each. From September 1996 to Aug. 1998, the petitioner and Mr. Sushil Kumar Mutreja maintained a strong hold on the partnership, and answering respondent as well as respondent No. 2 remained intimidated, in view of the risk of losing the huge investments made by them, R-2 had handed over some pre-signed blank cheques by her to the petitioner, through respondent No.4 to felicitate business operations. On 28.9.98 Mr. Sushil Kumar Mutreja retired from the partnership firm and respondent No. 5 became a partner in the partnership firm. It was further submitted by R-3 that it is pertinent to note that no company by name of M/s Venture India Pvt. Ltd. ever existed and Mr. Ravinder Kohli and the petitioner forged the two letters to cheat the answering Respondent and R-2 to induce them both to pay a sum of ₹ 53.21 lakhs to the partnership firm. The respondent No. 3 has also given instances of various complaints f ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of the company. The other allegations regarding misappropriation of funds, non refund of unsecured loan and illegal appointment of consultant have already been answered by the respondents in their reply and I need not dwell on them. The petitioners had alleged that respondent No. 3 Shri Puneet Bhagat manipulated the statutory books of the company and shifted the same to his residence at Noida. It is observed that the firm under the name of Puneet Bhagat and Company was appointed by a consent resolution dated 22.3.1999. No doubt Shri Puneet Bhagat (R-3) is an interested party as he landed the money to the firm and obviously he was looking after his interest through his mother Mrs. Suneeta Bhagat (R-2) infact she was inducted as a non working director in order to protect the interest of R-3 as he was neither a director nor a shareholder nor a member nor an employee nor an agent nor in any way connected with running of day to day affairs of the company. The argument of the learned counsel of the petitioner that he was functioning as a defacto director is not tenable. 26. The only issue to be decided is the removal of Capt. M.S. Kohli and his son from directorship of the company. Th ..... X X X X Extracts X X X X X X X X Extracts X X X X
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