VARUN MISHRA Vs. SHRI KRISHNA PHARMACY PRIVATE LIMITED

JUDGEMENT

(1.) IT is a fight in between an uncle (R -2) and a nephew (petitioner) in relation to the affairs of a company called Shri Krishna Pharmacy (P) Ltd. (R -1) with its registered office at Amritsar in State of Punjab. The petitioner father and R -2 are real brothers: they together had run this R -1 company until the father of the petitioner died in a road accident on 12.4.2008. Until 12.4.2008, there were no disputes in between the brothers in running this pharmaceuticals company; both of them continued as directors in the company from 1978 till the petitioner's father died in the accident. Since the petitioner survived his father, late Sanjay Mishra, he was made regular director on 30.9.2008 in the ensuing AGM, wherein the daughter of second respondent (R -3) was also made director in the company along with the petitioner. The company that was running well until 2008 has gone into rough waters; divided into petitioner's group and second respondent group. Cumulative effect of this infighting in between the uncle and his nephew is the present petition.

(2.) THIS company is primarily engaged in the business of manufacturing Ayurvedic and Unani medicines. The petitioner submits that he has been appointed as director with effect from 12.4.2008 and continuing as director till date. The petitioner submits, his mother, Smt. Pukhraj Mishra, his grandmother, Smt. Krishna Mishra, and his sister, Ms. Jaya Mishra, are together holding 1,590 shares of Rs. 100 each, which constitutes more than one -tenth of the total paid up capital of the company and they consented for filing this company petition. Thereby, the petitioner filed this company petition satisfying 10% shareholding qualification under section 399 of the Act to file this company petition under sections 397 and 398 of the Act.

(3.) THE petitioner further submits his mother, Pukhraj Mishra, and himself have been continuing as directors of the company since his mother was appointed as director on 13.6.2007. The petitioner submits that his father in his lifetime was looking after the manufacturing side; whereas R -2 was looking after the management, including accounts, bank operations and other day -to -day affairs of the company. Since R -2 is elder brother, his father had full faith upon him, thereby he never interfered into the management side of the company despite his father was continuing as director in the company. The petitioner further says R -2, since 2000 -2001, in his capacity as director, gave no notice of the meeting and no valid meetings were held.