NIRMAL THAKKAR Vs. BLUE BIRD ENTERPRISES (P.) LTD.

JUDGEMENT

(1.) IN this order I am considering Company Petition No. 53(ND) of 2010 filed by Dr. (Mrs.) Nirmal Thakkar ('the petitioner') under sections 397, 398, 399 and 402 of the Companies Act, 1956 ('the Act') against Blue Bird Enterprises (P.) Ltd. and others ('the respondents') alleging oppression and mismanagement. The petitioner has prayed for setting aside and quashing the allotment of 35,600 equity shares of Rs. 100 each shown to have been allotted on 30th November, 2005 at the annual general meeting ('AGM')/ Board meeting by the R -1 -company; setting aside further allotment of 13,200 equity shares of Rs. 100 each allotted on 30th March, 2009 by the R -1 at the AGM/Board meeting and consequent quashing of respective Board resolutions and resolutions passed by the shareholders and Form 2 so filed by R -1; declaration that R -2 ceased to have vacated the office of director of R -1 by virtue of various acts of siphoning of funds, breach of fiduciary duties committed by the R -2; declaration that the shareholding of the R -1 company should be implemented as per the family settlement dated 3rd March, 2009 entered between the petitioner and R -2, 4 and 6; removal of R -2 and R -3 from the office of directorship of R -1; appointment of an independent chairman to act as administrator of R -1 -company; appointment of a Committee of directors/managers consisting of representatives of petitioner and the minority shareholders to run day -to -day management of the company with the assistance of the administrator; restraining of the respondents from selling, alienating and disposing of the fixed assets and movable assets of the R -1 -company situated at 189 -191 Lawrence Road, Delhi; restraining of the respondents and anybody claiming through them in constructing or changing the nature of the construction as existing on the date of the filing of the petition; restraining of the R -2 to 6 from exercising the voting rights in respect of 35,600 equity shares of Rs. 100 each illegally allotted on 30th November, 2005 and 13,200 equity shares of Rs. 100 illegally allotted to the R -2, 3 and 6 on 30th March, 2009; setting aside and quashing all resolutions shown to have been passed in an illegal Board meetings/ extraordinary general meetings ('EGMs') shown to have been held on 30th November, 2005, 30th March, 2009, 30th September, 2006 and any other meeting of Board and/or shareholders of which no notice has been given to the petitioner; setting aside the removal of the petitioner as director of the company at the AGM held on 30th September, 2006 or at any previous AGM; direction that in future all bank accounts to be jointly operated by the representative belonging to the petitioner and the respondents; restraining of the respondents from changing the capital structure of the R -1 by the R -2; and restraining of the respondents from changing the structure of the Board of directors of the R -1 company by R -2.

(2.) THE R -1 -company was incorporated on 20th May, 1978 under the provisions of the Act having its registered office at 1279, Kashmiri Gate, Delhi -110006 with the authorised share capital of Rs. 25,00,000 divided into 25,000 equity shares of Rs. 100 each and subscribed and paid -up share capital was Rs. 200 divided into 2 shares of Rs. 100 each. The paid -up capital of the R -1 -company was increased from time -to -time.

(3.) THE petitioner's case is that she is one of the shareholders of Blue Bird Enterprises (P.) Ltd. (i.e., R -1), as on September 1990 the petitioner was holding 1,400 equity shares. The shareholding of the petitioner continued to remain at that till it was unilaterally reduced by the R -1 and 2 without the knowledge or approval of the petitioner firstly in the year 2005 and secondly in the year 2009. The unilateral and sudden increase of the paid -up share capital of, the company from Rs. 9,50,000 to Rs. 45,10,000 in the year 2005 has reduced the shareholding of the petitioner from 15 per cent to 3 per cent in the R -1 company and the increase of the paid -up share capital of the company from Rs. 45,00,000 to Rs. 58,30,000 in the year 2009 has reduced the shareholding of the petitioner from 3 per cent to 2 per cent in the R -1 -company.