VIJAY JULKA Vs. SUPRIYA PHARMACEUTICALS LTD. AND ORS.

JUDGEMENT

(1.) IN this case, the petition has been filed under sections 397, 398 and 402 of the Companies Act, 1956 ('the Act') on account of the alleged acts of oppression and mismanagement committed by the respondent Nos. 2 -4 in the respondent No. 1 -company and the said company petition is under consideration for adjudication. Precisely speaking, the respondent -company is a public limited company and is maintaining its registered office at F -530. RIICO Industrial Area, Bhiwadi, District Alwar, Rajasthan. Further, pursuant to a reference made by respondent No. 1 -company, the Board for Industrial and Financial Reconstruction ('the BIFR'), vide its order dated 14th May, 1999 declared it a sick industrial company in terms of section 3(1)(o) of the Sick industrial Companies (Special Provisions) Act, 1985 ('SICA'). The petitioner is a shareholder -director of the respondent No. 1 -company and holds 5,91,450 equity shares of the respondent No. 1 -company and thereby, the petitioner has fulfilled, the requirement of section 399 of the Act to file the present petition.

(2.) THE petitioner advocate filed the rejoinder mentioning therein that the relevant contentious issues to be considered and adjudicated by this hon'ble Board is whether the respondents convened the EGM and Board meeting dated 8th February, 2012 and 3rd April, 2012 of the respondent No. 1 -company in compliance of sections 169, 171, 172, 173 and 284 of the Act. However, the respondents advocate has not pleaded and placed on record any documents so as to prima facie satisfy this hon'ble Board on merits that the prerequisite statutory compliance required under the provisions of sections 169, 171, 172, 173 and 284 of the Act were met before convening the aforesaid EGMs by the respondents. Further, it has been highlighted that the memorandum and articles of association of respondent -company, more particularly article 30 clearly shows that the petitioner is one of the founder directors of the respondent -company and continues to act as such in the respondent -company. Apart from this, it also has been narrated that there are various litigations pending in the AAIFR between the petitioner and the respondents and brief details thereof are mentioned here under :

(3.) IN his arguments, the petitioner advocate submitted that the respondent No. 3 was inducted as shareholder -director in respondent No. 1 -company and on account of his being a chartered accountant, was appointed as director in -charge of finance of the respondent -company in 1995. However, due to entry of private players in Pharmaceutical industry and over production by Chinese companies coupled with financial mismanagement of respondent No. 3, net worth of respondent -company became negative and it had to file a reference under section 15(1) of SICA before BIFR in 1998 and was declared as a sick industrial company under section (1)(o) of SICA on 14th May, 1999. At this stage, instead of contributing to the revival of the respondent -company, the respondent No. 3 resigned from the Board of directors on 10th October, 1999. On the other hand, the petitioner continuously endeavoured to revive the respondent -company, inter alia, the petitioner took following steps for the revival of the respondent No. 1 -company :