JITENDRA PRASAD AGARWAL Vs. ASSOCIATED TUBEWELL LTD

JUDGEMENT

(1.) Petitioners have filed these applications under Section 403 of the Companies Act, 1956 (herein referred to as the 'Act'), inter alia, seeking appointment of a receiver/administrator to take over the management of the respondent Company and removal of Mr Gautam Agarwal from the Board of Directors of the Company, and to debar Mr Gautam Agarwal and Mrs Raj Kumari Agarwal from participating in the management of the Company.

(2.) Respondent no.1 Company was incorporated as a private limited company under the Companies Act, 1913 on 14th December, 1954. The shareholding of the company was distributed between the members of the Modis' and the Agarwals' family. The Company was deemed to be a public company by virtue of Section 43A of the Companies Act. 1956 (as was in force at the material time). The Board of Directors of the Company approved the deletion of the word "private" from the name of the Company on 17th March, 1983 and the Registrar of Companies deleted the same on 6th October, 1983. The nominal capital of the Company is Rs. 25,00,000 divided into 25,000 equity shares of Rs. 100 and the paid-up capital is Rs. 20,00,000. Equity capital of Rs. 5,00,000 was issued and subscribed by the members of the Modis' family and Agarwals' family in the ratio of 60% and 40% respectively. The petitioners hold 2,800 fully paid up equity shares of Rs. 100/- each in the company.

(3.) The present Company Petition was filed by the petitioners under Section 397 & 398 of the Act on the ground of mismanagement and oppression by the majority shareholder, alleging that the respondent Company was being run for the benefits of the majority shareholder Mrs Raj Kumari Agarwal and her family. By an order dated 6th March 1989, the company petition was admitted.