SIDDARAMAPPA BAPURAO PATIL Vs. RATNA CEMENTS YADWAD LTD

JUDGEMENT

(1.) this appeal is directed against the order made by the company judge in company petition No. 15 of 1985. The appellants were the petitioners before the company judge. The petition was made under Section 398 of the Companies Act.

(2.) the petitioners pleaded inter aliamis management of the company viz., ratna cements (yadwad) limited by its secretary. Respondent-2 is the managing director of the company. It is also pleaded that the petitioners had been wrongfully removed from the directorship. Another complaint was that the annual general meeting had not been held and despite demand, statement of accounts for the financial year ending 1983-84 were not furnished.

(3.) respondents 3, 7 and 9 are the other group of share-holders who represent 50% of the share-holding in the company. The petitioners' group consists of the petitioners and respondent-8 who represent 50% of the share-holding in the company. It suffices to say that on the advice of the industrial development bank of india, which is one of the premier financial institutions of the country and which has advanced considerable amounts of assistance to the respondcnt-i company and was impleaded as respondcnt-ii subsequent to the filing of the petition, had directed that the share-holders themselves should bring certain amounts in order to get loan from it and increase production of cement. Pursuant to that, certain target appears to have been fixed for each member or member of each group to provide required additional finance through their own funds. It was on such failure to fulfil the target that it was decided to terminate their directorship at a board meeting held on 7-11-1984. It was also denied that they had not held annual general meeting nor refused to produce the statement of accounts. On the other hand, they contended that the petitioners were at all times aware of the notice of the general meeting which included the statement of accounts for the relevant period as an enclosure and they were also aware of the proceedings of the board meeting by which they were removed as directors in accordance with the earlier agreement and as such petition was frivolous with intention to create unnecessary complication with the management and as such was liable to be dismissed.