CRYSTAL ISLAND PARK PRIVATE LIMITED Vs. ASHOK CHAWLA

JUDGEMENT

(1.) These two appeals under Section 10-F of the Companies Act, 1956 (hereinafter, referred to as "the said Act") take an exception to the Order dated 2nd July, 2009 passed by the learned Member of the Company Law Board, Principal Bench, New Delhi. In these two appeals, notice for final disposal was issued by this Court.

(2.) The appeals arise out of the Company Petition No.61/2006 filed by the first respondent in these two appeals. The first respondent filed a petition under Sections 397 and 398, read with Sections 235,402 and 403 of the said Act before the Company Law Board against the company M/s. Crystal Island Park Pvt. Ltd., (hereinafter, referred to as "the said Company") and one Mr. Marc William Rodrigues(hereinafter referred to as the said Marc Rodrigues). In the said Company Petition, the said Company filed Company Application No.325/2006 for challenging the maintainability of the Company Petition. The said Marc Rodrigues filed Company Application No.201/2009 in the said Company Petition for challenging the maintainability of the Company Petition. By the impugned Order, the learned Member of the Company Law Board held that the Company Petition was maintainable and that the first respondent in these appeals had requisite qualification under Section 399 of the said Act to maintain the Company Petition under Sections 397/397 of the said Act. Accordingly, Company Applications No.325/2006 and 201/2009 were dismissed.

(3.) It will be necessary to briefly refer to the facts of the case. The said Company was registered and incorporated on 21 st January, 1999. Vide order dated 17th February, 2006, passed by this Court, M/s. Zuari River Agrotech Pvt. Ltd., merged with the said Company. Prior to the merger , a Memorandum of Understanding (hereinafter referred to as "the MOU") dated 9th February, 2006 was executed by and between the first respondent and the said Mark Rodrigues. According to the case of the first respondent, as per the MOU, the share holding pattern of the first respondent and the said Mark Rodrigues was to be 50 % each in the said Company. The first respondent has set out various terms and conditions of the said MOU. According to the first respondent, it was agreed that he would be the Chairman of the said Company and the said Mark Rodrigues would be the Managing Director.