SUNAIR HOTELS LTD Vs. B C GUPTA

JUDGEMENT

(1.) This appeal has been filed by the appellant Company against the order dated 29.11.2011 passed by the Company Law Board, New Delhi('CLB' in short) in the Company Petition No.35 of 2010 under Sections 397, 398, 399 read with Sections 111-A, 401, 402 and 403 of the Companies Act,1956('the Act of 1956' in short) which was filed by respondents no.1 to 20 herein alleging mismanagement of the affairs of the appellant Company and acts of oppression of the minority group of its share-holders (B.C. Gupta Group) by the other Group (S.P. Gupta Group ) which had fraudulently become the majority Group. By order dated 29.11.2011 the CLB had allowed an application filed by the respondents no. 1 to 20 herein under Order VI Rule 17 of the Code of Civil Procedure,1906 for amendment of their petition.

(2.) The relevant facts which were pleaded by respondents no.1-20 in their petition before the CLB may first be noticed.

(3.) Respondent no.1 Shri B.C.Gupta claims himself to be the promoter Director of the appellant Company which was floated by him and his brother-in-law late Shri S.P.Aggarwal for constructing a five star hotel in New Delhi and with his efforts a piece of land in a prime area near Gole Market was allotted by NDMC in the year 1982 for the construction of a five star hotel which now stands constructed and by the name of 'Metropolitan' is stated to be doing very well though it has also triggered off a fierce battle between respondent no.1 Mr.B.C.Gupta and his younger brother Mr.S.P.Gupta (respondent no.21 herein) who was brought into the Board of Directors of the appellant Company sometime in the year 1980. Mr.B.C.Gupta's grievance was that even though he had made his brother Mr. S.P.Gupta a Director of the appellant Company but in a dubious manner he alongwith his sons and other family members had totally taken over the management of the appellant Company after allotting huge amount of shares of the appellant Company to himself and his family members and the Companies. As a consequence thereof, Mr. B.C.Gupta claimed, his Group comprising of his family members became a minority Group. It was the case of Mr. B.C.Gupta that when the hotel project was yet to take off his brother Mr. S.P.Gupta had entered into a Memorandum of Understanding(MoU) in March,1995 with a Finance Company by the name of VLS Finance Ltd.( to be referred now as 'VLS) for making the hotel project a joint venture and as per that MoU the promoters of the appellant Company were to bring into the equity of the Company a sum of Rs.21 crores and a sum of Rs.7 crores was to be contributed by VLS.