PRADEEP AGARWAL Vs. SHANTNU FARMS P. LTD.

JUDGEMENT

(1.) THIS is a petition under Section 397/398/402 and also under Section 111 of the Companies Act, 1956.

(2.) RESPONDENT No. 1 is a closely held private limited company. Shri Pradeep Agarwal and Shri Sanjeev Agarwal (hereinafter referred to as the petitioner and respondent No. 2, respectively) are the sons of late Shri M. M. Agarwal (who died on August 14, 2006) and respondent No. 4 Smt. Prabha Agarwal. Respondent No. 3 Smt. Deepti Agarwal, is the wife of respondent No. 2.

(3.) THE petitioner contends that under the JHFD the ownership of Shantanu Farms vested with M. M. Agarwal while the petitioner and respondent No. 2 mutually agreed to use the land for the development of the condominiums to be built on the farm land. As the petitioner and respondent No. 2 were required to travel on business work, they had kept some blank signed papers with M. M. Agarwal at his request which were to be used in the course of the business operation of the company, if required. The petitioner alleges that after the death of M. M. Agarwal on August 14, 2006, respondent No. 2, despite several verbal reminders, did not inform the status of the affairs of the company or provide copies of books of account, annual returns and other statutory documents to the petitioner. An inspection was conducted by the consultant of the petitioner and the search report dated May 25, 2007, startled the petitioner because it was shown that a Form No. 32 had been filed on October 16, 2006, regarding the cessation of the petitioner and M. M. Agarwal as directors of respondent No. 1 company with effect from April 29, 2005. Similarly, the search report revealed that the petitioner or M. M. Agarwal did not hold any shares in respondent No. 1 company. Respondent No. 2 was shown to have 18,030 shares while his wife Deepti Agarwal had 11,970 equity shares. Thus, the entire shareholding of respondent No. 1 company was shown to have been held only by respondents Nos. 2 and 3. The petitioner alleges that he did not transfer his shareholding in respondent No. 1 company in favour of respondent No. 2.