PRASHANT DESHPANDE Vs. MED-HEAL PHARMA (P.) LTD.

JUDGEMENT

(1.) THE petitioners have filed the above captioned company petition invoking the jurisdiction of this Board conferred upon it by virtue of the provisions contained in sections 397,398 read with section 402 of the Companies Act, 1956 ('the Act'), alleging certain acts of oppression and mismanagement purported to have been committed by the R2 to R4 (respondent -group) in the affairs of the first respondent -company ('the company'). The petitioners have sought the following reliefs as contained in the petition :

(2.) TAKING me through the pleadings, the learned counsel for the petitioners submitted that before incorporation of the company Mr. Mukund Vasantrao Aloni (R2 herein) and Mrs. Madhavi Chandrashekhar Bapat were running the business under a registered partnership firm in the name and style as Med -Heal Pharmaceuticals, having it's registered office at House No. 258/1, Waman Rao Lane, Sukhad Apartments, Sitabardi, Nagpur. However, the said Partnership firm came to be dissolved on 4th October, 2011 and its business was taken over by the company, which was incorporated on 8th February, 2011 as private limited company. The petitioners were the subscribers of memorandum of association ('MoU') of the company and were appointed as first directors of the company along with respondent -group. Thus, the petitioners along with respondent -group were managing the affairs of the company in the capacity of its directors and shareholders until the present dispute arose between the two groups.

(3.) IT was further submitted that in the course of taking over of the business of the partnership firm, a MoU was executed between the partnership firm and the company. Under clause 2 of the MoU, it was specifically agreed by the company that it shall pay the credits and liabilities of the firm as on 4th October, 2011.