SURINDER SINGH BINDRA Vs. HINDUSTAN FESTANERS PRIVATE LIMITED

JUDGEMENT

(1.) This is a petition under Ss. 397 and 398 of the Companies Act, 1956 (for short 'the Act'). The petitioners are four in number and respondents five. The fifth respondent, Harjit Singh Bindra, is siding with the petitioners. The first respondent is the company in question. Respondents 2. 3 and 4 are brothers and are alleged to be in control of the affairs of the company. (The term 'respondents' whenever used in this judgment would mean 'respondents 2, 3 and 4). Various acts of oppression and mismanagement allegedly committed by them have been detailed in the petition. The petitioners claim that they have a right to file the present petition as provided under S. 399 of the Act. When this petition was filed on 18-9-1980, notice was issued to the Central Government as required under S. 400 of the Act, but it was stated by the representative of the Central Government that the Central Government had no representation to make.

(2.) There are three groups involved in the company. These can be appropriately called as (i) Bindra, (ii) Bhasin and (iii) Sahni groups. Bindra and Bhasin are on one side and they are in fact the petitioners.

(3.) The company, i.e. the first respondent. was incorporated in 1966 and its registered office is situated within the Union Territory of Delhi. The company is principally engaged in the manufacture of high tensile industrial fasteners (nuts and bolts) used in tractors. motor vehicles, tanks, earth moving equipments etc. The company has its factory at Nasik in the State of Maharashtra. The authorised share capital of the company is Rs. 30 lacs .and paid up capital is Rs. 29,78,400.00. If reference is made to the balance sheet of the company for the year ending 31-12-1979, the company has issued 4784 cumulative preference shares of the face value of Rs. 100.00 each and has also issued 25000 equity shares of Rs. 100.00 each. The petitioners are disputing the correctness of the balance sheet, as, according to them, the cumulative preference shares were never issued and further that originally the share capital of the company was Rs. 25 lacs which was unauthorisedly increased to Rs. 30 lacs by Somair Singh Sahni, the second respondent. The petitioners say that out of the original share capital, equity shares were of the value of Rs. 20 lacs and preferential shares of the value of Rs. 5 lacs.