S SEETHARAMAN Vs. STICK FAST CHEMICALS PRIVATE LIMITED

JUDGEMENT

(1.) FOR the This company petition was filed under sections 397 , 398 and 399 of the Companies Act, 1956 and rule 88 of the Companies (Court) Rules, 1959, (a) FOR the regulation of the conduct of the affairs of the company; (b) FOR the holding of a general body meeting to determine the management of the company; (c) FOR the administration of the loan given by the sixth respondent to the first respondent; (d) directing respondents Nos. 2 to 5 to pay the costs of this petition and FOR other reliefs, if any. Stick Fast Chemicals Private Ltd was incorporated on October 18, 1985, under the provisions of the Companies Act, 1956.

(2.) THE registered office of the company is situate at 1050, Neighbouring Scheme, Rajagopalapuram Post, Pudukottai. THE nominal capital of the company is Rs. 20, 00, 000 divided into 20, 000 equity shares of Rs. 100 each. THE paid-up capital is Rs. 1, 10, 000. THE objects for which the said company is established are (a) to carry on the business of manufacturers, buyers, sellers, traders, dealers in and importers and exporters of all types of chemicals used in the manufacture and processing of leather and leather goods; (d) to carry on the business of manufacturers, buyers, sellers, traders, dealers in and importers and exporters of animal glue of various grades, technical gelatine, photographic grade gelatine, edible grade gelatine and other grades of gelatine and their by-products; (c) to buy, sell, manufacture, refine, treat, modify, import, export and deal in all substances, apparatus, machinery, tools, instruments and any such equipment or processes, technical data, knowhow and other information capable of being used in the manufacture or in any such business as aforesaid or required by any customers or persons dealing with the company; (d) to buy, sell, import, export and deal in general in raw materials like bones, sinews, leather cuttings, feshings, lime acids and chemicals used in the manufacture or in any such business as aforesaid and refine, cook, crush, pulverise or subject them to any required further processes to make them capable of being used in the manufacture or in any such business aforesaid or required by any customers or persons dealing with the company; (e) to manufacture, buy, sell, export, import and deal in products made from animal glue and various grades of gelatine and their by-products like hard gelatine, soft gelatine capsules, sizing materials, gums, adhesives, finishing materials, food preparations, cosmetic preparations and such other items which are capable of being produced from the products aforesaid; (f) to carry on the business of dealers in hides and skins to buy raw, dried, semi-dried, semi-tanned, tanned and finished leathers, to tan, manufacture and finish leather and leather goods of all descriptions, etc.

(3.) AT the first board meeting held on November 10, 1985, the first petitioner brought to the notice of the board the need for the promoters to bring in further capital. The second respondent expressed his inability to bring in further capital and respondents Nos. 3 to 5 agreed to bring in about Rs. 50, 000, Rs. 10, 000 and Rs. 70, 000 respectively. The first petitioner requested the director to inform him definitely as to how much they could bring in so that he could arrange to bring in the balance. By the next board meeting held on November 28, 1985, the first petitioner had brought in cash of Rs. 1, 24, 500, the third respondent RS. 72, 000, the fourth respondent Rs. 10, 000, the fifth respondent Rs. 73, 000. Associates of the first petitioner (petitioners Nos. 2 and 3 and respondents Nos. 7 to 10), viz., S. Janaki Rs. 78, 000 towards allotment of 2, 000 shares; M. Nedunchezhiyan Rs. 45, 000 towards allotment of 2, 000 shares; M. Subbaiyan Rs. 12, 000 towards allotment of 400 shares, D. V. Mohan Rs. 15, 000 towards allotment of 400 shares; V. Raman Rs. 5, 000 towards allotment of 250 shares. Since the other promoters were unable to raise additional capital, the first petitioner was requested to raise the same from his friends and relatives. Finally, at the meeting held on April 23, 1986 the board decided to allot to R. Seetharaman 2, 000 shares, Nedunchezhiyan 500 shares, Subbaiyan 250 shares, Arumugham 500 shares, V. Mohan 300 shares, V. Raman 150 shares, Govindarajan 1, 250 shares, Thiruvengadam 1, 250 shares, Asraf Ali 1, 250 shares and Swaminathan 1, 250 shares for the amounts already received of Rs. 1, 37, 500, Rs. 78, 000, Rs. 50, 000, Rs. 17, 000, Rs. 25, 000, Rs. 25, 000, Rs. 15, 000, Rs. 73, 094, Rs. 66, 000, Rs. 73, 000 and Rs. 100 respectively. The Board decided that the share money payable by Swaminathan would be adjusted against the price of the land that he would sell to the company.