GORDON WOODROFFE AND COMPANY LIMITED U K V GORDON WOODROFFE LIMITED CHENNAI A A O NO 1071 OF 1998 AND C M P NO 10835 OF 1998 SHAW WALLACE AND COMPANY LIMITED V TRACSTAR INVESTMENTS PRIVATE LIMITED A A O NO 1072 OF 1998 AND C M P NO 10836 OF 1998 GORDON WOODROFFE LIMITED CHENNAI V TRACSTAR INVESTMENTS PRIVATE LIMITED A A O NO 1073 OF 1998 TRACSTAR INVESTMENTS PRIVATE LIMITED V GORDON WOODROFFE LIMITED CHENNAI A A O NOS 1149 Vs. GORDON WOODROFFE AND COMPANY LIMITED U K A A O NO 1210 OF 1998

JUDGEMENT

(1.) FOR the All these eight appeals arise out of the orders passed by the Company Law Board, Principal Bench, New Delhi, in two company petitions, namely, C.P. No. 45 of 1993 and C.P. No. 16 of 1994, dated May 12, 1998. C.M.A. Nos. 1071, 1207, 1208 and 1210 of 1998 are preferred against the order in C.P. No. 16 of 1994 while C.M.A. Nos. 1072, 1073, 1149 and 1209 are preferred against the order in C.P. No. 45 of 1993.

(2.) THE main dispute relates to the affairs of Gordon Woodroffe and Company Limited (GWL) a sick company now before the Board for Industrial and Financial Reconstruction (BIFR). In C.M.A. No. 1071 of 1988, Gordon Woodroffe and Company Limited, UK, the petitioner in C.P. No. 16 of 1994 is the appellant. In C.M.A. No. 1207 of 1998, Kishore Rajaram Chhabria, Madan Dwarakadas Chhabria and Rajaram Dwarakadas Chhabria, respondents Nos. 4 to 6 in C.P. No. 16 of 1994 are the appellants. In C.M.A. No. 1208 of 1998, Tracstar Investments (P.) Ltd., the second respondent in C.P. No. 16 of 1994, is the appellant. In C.M.A. No. 1210 of 1998, Shoe Specialities (P.) Ltd., the third respondent in C.P. No. 16 of 1994, is the appellant. In C.M.A. No. 1072 of 1998 Shaw Wallace and Company Limited, the second respondent in C.P. No. 45 of 1993 is the appellant. In C.M.A. No. 1073 of 1998, Gordon Woodroffe Ltd., the first respondent in C.P. No. 45 of 1993, is the appellant.

(3.) THERE was an attempt in a meeting held on June 30, 1993, by the board to alienate the First Line Beach property to SWC. This resulted in the resignation of M. S. Ram from the board of directors. On account of the various acts of mismanagement, the BIFR chose to lay an embargo on the alienation of assets by the present management. Despite the fact that Tracstar Investment Private Limited and Shoe Specialities Private Limited (SSPL) have ceased to be controlled by SWC or the M. R. Chhabria group, M. R. Chhabria and SWC continued to claim that these two companies are in their control. M. R. Chhabria fell out with his father, uncle and brother, namely, Rajaram Dwarakadas Chhabria, Madan Dwarakadas Chhabria and Kishore Rajaram Chhabria. When the family consisting of brothers, father land the uncle held 62.54 per cent. of shares in Tracstar Investment Private Limited and SSPL, after the split, K. R. Chhabria got control of 37.67 per cent. while the M. R. Chhabria group had only 24.9 per cent. of shares.