WORLD PHONE INDIA PVT LTD Vs. WPI GROUP

JUDGEMENT

(1.) The challenge in this appeal under Section 10F of the Companies Act, 1956 ('Act') is to an order dated 15th November 2012 passed by the Company Law Board ('CLB') in an application, CA. No.566 of 2012, in Co. Pet. No. 102(ND) of 2010 filed by the Respondent, WPI Group Inc., USA ('WPIGI'), to declare a Board meeting of World Phone India Pvt. Ltd. ('WPIPL'), Appellant No.1 held on 31st October 2012 as null and void.

(2.) The facts in brief for the purposes of this appeal are that Appellant No.1, WPIPL, is a private company incorporated on 7th September 1992 under the Act within the jurisdiction of the Registrar of Companies ('ROC'), Delhi and Haryana, having its registered office at D-100, IInd Floor, Okhla Industrial Area, Phase-I, New Delhi-110020. The Respondent, WPIGI holds 43.75% of the total paid up equity share capital of WPIPL. While Mr. Vivek Dhir, Appellant No.2, holds 43.75% of the equity shares of WPIPL, Mr. Pankaj Patel held the balance 12.5%. WPIGI is represented by its Chairman, Mr. Aditya Ahluwalia.

(3.) The case of WPIGI in Co. Pet. No. 102(ND) of 2010 before the CLB under Sections 397 and 398 of the Act read with Sections 402, 403, 406 and 408 thereof was that the Annual General Meeting ('AGM') of the company for the financial year ended 31st March 2010, which ought to have been held on or before 30th September 2010, was not so held. Meanwhile, the shares of Mr. Pankaj Patel, who was arrayed as Respondent No.3 in Co. Pet. No.102 (ND) of 2010 in the CLB had, according to WPIGI, been transferred on 22nd September 2009 jointly to Mr. Vivek Dhir and his wife, Ms. Malini Dhir (Appellant Nos.2 and 3 herein). As a result, Appellant Nos.2 and 3 came to hold 56.25% of the paid up equity share capital of Appellant No.1.