R.P. RUNGTA Vs. DHARNI PHARMA P. LTD.

JUDGEMENT

(1.) IN this order I am considering Company Petition No. 84 of 2005 filed by the petitioners against the respondents (respondent No. 1 company namely M/s. Dharni Pharma P. Ltd. and others) under sections 397, 398, 402 and 409 read with section 111 of the Companies Act, 1956, alleging oppression and mismanagement and hence seeking setting aside the illegal and fraudulent transfer of 20,000 shares held by petitioner No. 1 and 7,300 shares held by petitioner No. 4 in respondent No. 1 company; rectification of the register of members' accordingly in respect of petitioners Nos. 1, 3 and 4; direction for a thorough investigation to be conducted into the affairs of the company; superseding the presently constituted board of respondent No. 1 company; appointment of an administrator to take charge of the books, business, management, papers, records and documents of respondent No. 1 company; direction for an extraordinary general meeting to be held under a chairman appointed by the Company Law Board, etc. Respondent No. 1 company namely M/s. Dharni Pharma P. Ltd. was incorporated on January 19, 1996, to carry on business of the chemists, druggist, importers, exporters, manufacturers and otherwise deal in pharmaceutical, medical, chemical industrial and other preparation and articles compounds, drugs and dealers in chemical, surgical and scientific apparatus and materials, to carry on the business of vialling, bottling, packing, repacking, manufacturing and processing of capsules, syrups, tablets, aerosols and ointment and also to deal in all kinds of medicines, pharmaceutical products, chemicals and drugs, etc. Respondent No. 1 company has its registered office at E -4, Pradhan Marg, Malviya Nagar, Jaipur -302 017. The authorised capital of the company is Rs. 11,00,000 divided into 1,10,000 equity shares of Rs. 10 each. The subscribed capital of the company as per the annual return filed for the year 2003 was Rs. 11,00,000.

(2.) THE petitioners' case is that their group are shareholders holding 67,400 equity shares representing 67.40 per cent of the total 1,00,000 equity shares of respondent No. 1 company. Respondent No. 2 and others are shareholders holding 32,600 equity shares representing 32.60 per cent, of the total shareholding of respondent No. 1 company. Respondent No. 2 has wrongfully deleted/transferred 27,300 equity shares held by petitioners Nos. 1 and 4 and shown the said equity shares held by respondent No. 2 (7,300 shares) and respondent No. 3 (20,000 shares) in annual return of 2003 and 2004. The respondents have wrongfully not transferred 20,000 equity shares held by petitioner No. 3 and shown the said equity shares as held by Shri Sushil Kumar Periwal (5,000 shares), Shri Ravindra Kumar Periwal (5,000 shares) and Radiant Projects P. Ltd. (10,000 shares) in the annual return of 2001 and 2002. Even the said shares were further shown as held by respondent No. 2 in annual return of 2003 and 2004. As a result of manipulation of records, the shareholding of the petitioners was illegally reduced to 20,100 equity shares representing 20.10 per cent of the total 1,00,000 equity shares of respondent No. 1 company on the contrary the shareholding of the respondents was allegedly increased to 79,900 equity shares representing 79.90 per cent of the total shareholding of respondent No. 1 company. It was pointed out that there are three respondents in the present petition and respondent No. 2 alone has filed the reply to the present petition and has tried to justify the manipulated shareholding of respondent No. 1 company, respondent No. 3 has not filed any reply or affidavit in support of the alleged shareholding in her name. Respondent No. 1 company filed an affidavit dated November 22, 2010, to adopt the reply of respondent No. 2.

(3.) IT was argued here that the respondents have filed the annual return of respondent No. 1 company for the years 1999, 2000, 2001, 2002, 2003 and 2004 signed by the same respondent No. 2 who have shown totally different positions of shareholding in annual return 2003 and 2004 without showing any transfer of shares in the said annual return 2003 and 2004. The list of shareholders shown in the annual return 2003 and 2004 is forged and fabricated and deserves to be rectified. My attention was drawn to the petitioners having produced the balance -sheet of petitioner No. 3 for the year ended March 31, 2000, which under the heading Schedule 9 "investment" clearly shows 20,000 equity shares held in respondent No. 1 company. It was argued that the said balance -sheet of the year 2000 has been duly signed by respondent No. 2 along with petitioner No. 1 and the respondents including respondent No. 2 are estopped from alleging to the contrary.