SUHASINI P. KURKURE Vs. METALLURGICAL LABORATORIES (P.) LTD.

JUDGEMENT

(1.) IN this order I am considering Company Petition No. 15 of 2012 filed under section 397 /398 of the Companies Act, 1956 ('the Act') alleging oppression and mismanagement in the affairs of the company, namely Metallurgical Laboratories (P.) Ltd. Petitioner's case in Company Petition No. 15 of 2012 is that at the time of her husband's death in 2007, she had 890 fully paid -up equity shares in respondent No. 1 -company. In 2001 the Board of directors of R -1 -company consisted of Mr. Rajan Shantaram Wagle, Mr. Prakash Ramdas Kurkure and Mr. Deepak Prabhakar Divekar. On 21st September, 2001 Mr. Deepak Prabhakar Divekar, was removed as director of respondent No. 1 -company. On 15th June, 2007 Mr. Prakash Ramdas Kurkure passed away. His shares in R -1 -company stood transferred in the name of the petitioner. On 22nd June, 2007 R -2 was appointed as director of R -1 by Shri Rajan Wagle. Appointment of R -2 to the post of additional director, was not confirmed in any ordinary or extraordinary general meeting ('EGM') of R -1. Form 32 was submitted to the office of the Registrar of Companies ('RoC') regarding the appointment of R -2 as the director of R -1, Further R -2 despite the illegalities has been acting as a director of R -1 since 22nd June, 2007. In Special Civil Suit No. 1781 of 2008, R -2 had produced minutes of EGM held on 8th August, 2007, wherein allegedly a resolution was passed reappointing R -2 as director of the company. It was contended that the minutes of the meeting have falsely shown the petitioner as present at the meeting and that she had voted in favour of the said resolution appointing R -2 as the director, she was not present at the said meeting nor had she ever voted in favour of any resolution appointing R -2 as director of R -1, R -2 had failed to produce any documents showing the signature of the petitioner to show either her presence at the meeting or her vote in favour of the said resolution.

(2.) ON 6th August, 2007 notice was given by R -1 to its members, calling for an EGM to be held on 16th August, 2007 to pass a resolution relating to the appointment of the petitioner as a director in R -1. In the EGM held on 16th August, 2007 the resolution appointing the petitioner as the director of R -1 -company was passed. Petitioner was shocked to discover that the erstwhile director Sri Rajan Wagle was running R -1 as per his own whims and fancies. He denied the petitioner any access to documents relating to the accounts of R -1, sought to exclude her from seeking information about the financial dealings of the same. He did not inform her also of the various board meetings of R -1 and the resolutions that had been passed in the same.

(3.) IT was contended that after the financial year ending from 31st March, 2007, no annual return of balance sheet, profit and loss accounts of R -1 were filed with the RC. On 24th August, 2009 petitioner filed a complaint with the ROC about the falsification of records of respondent No. 1.