SATTSH AGGARWAL Vs. LEXUS INDIA LTD.

JUDGEMENT

(1.) THE petitioners filed this company petition under section 397,398 and 402 and 403 of the Companies Act, against the respondents, alleging that R -2 and 3 have been conducting the affairs of the company prejudicial to the interest of the petitioners, therefore, sought the reliefs as prayed for.

(2.) THE petitioners submit that P -1 is one of the promoter directors of the company, and he has been running a company called Lifeline Biotech Ltd., (arrayed as P -8) dealing with manufacturing and marketing of various kinds of drugs and pharmaceutical formations. They further submit that R -2 has his own company called Magadh Enterprises (P) Ltd. (not a party in this case) continued as consignee agent of P -8. Since P -1 being director of Life Line Biotech Ltd. and R -2 being director of Magadh Enterprises (P) Ltd., as they became close over a period, they thought of manufacturing drugs in R -1 company. In pursuance of it, P -1 and R -2 started this business of drug manufacturing in R -1 -company by each of them having 50:50 share -holding in R -1 company in the year 2005. To set up this manufacturing unit at Dehradun, both of them have given personal guarantee for the loans obtained from financial institutions; the same has been continuing till date. The petitioner side directors and the respondent side directors, by giving their personal guarantee, obtained a term loan of Rs. 450 lacs from SIDBI, Dehradun. The petitioners submit that the petitioners and respondents invested about Rs. 2 crores each in the company. Since P -1 is stationed at Delhi for developing R -1 company business, R -2 to R -4, who are stationed at Dehradun, over a period, took advantage of the situation and committed various acts of oppression and mismanagement in R -1 company. R -2 started assuming unilateral control over the management and affairs of R -1 -company with the help of his relative called Swapnil Saraf. In the year 2009, the conduct of R -2 and R -3 was hostile towards the petitioners; in fact, the respondents started taking decisions in the company making it as their fiefdom. Since the functioning of the company was not going as understood between the parties, both the parties found out a via media settlement agreeing that R -2 and his group take care of the business for next one year and within that period R -2 was to pay the investments made by petitioners and their group. Further, it was agreed that respondents would pay off all their investments on or before 31.3.2010, until such time, R -2 would send bank statements and company reports to the petitioners until payment is made to them. Since the petitioners, to buy peace and safeguard their interests, agreed on this understanding that they would take exit from the company once payment of the investments is made to them. They accepted this proposal on the assurance that P -1 would continue as director, participating in all the decisions that company takes in the ensuing period, i.e., up to the period payment is made to the petitioners.

(3.) ON seeing the conduct of the respondents herein, P -1 issued an offer letter on 8.4.2010 appointing one Raj Kishore Sharma as manager administrator at the industrial unit of the company to know the real position in relation to the affairs of the company. They further submit that these respondents, who took over the management of the company, stopped making any payment to the creditors by which the creditors, especially SIDBI, issued a letter to the company mentioning that the loan account of the company was declared as NPA on 14.6.2010. Since P -1 received a letter from the financial institution, apprehending coercive steps against him along with the respondents, he communicated to all financial institutions that he might not be served with any notices because owing to the understanding entered between the petitioners and the respondents that the company is run by the respondents and they would be liable to all the dues payable by the company. Since P -1 received information about the conduct of the respondents, to take stock of the situation, P -1 proceeded to the factory premises at Dehradun, but he was not allowed to enter into the company premises wherein these petitioners are 50% in the company (sic). Since he was not allowed into the company premises, he gave a report to the Police at Dehradun on 29.6.2010 seeking help to enter into the factory premises. Though he entered into the company with the assistance of police, he could not get any kind of assistance from the staff of the company to take stock of the situation of the company. When P -1 started enquiring into the affairs of the company, R -2 started threatening his family members that he would file complaints against P -1 for entering into the factory and fudging records of the company.