KRISHNAMOORTHY SRINIVASAN Vs. DBC PORT LOGISTIC LTD.

JUDGEMENT

(1.) THE company petition being C.P. Nos. 36 and 37 of 2012 have been filed by petitioners, viz., Mr. Krishnamoorthy Shrinivasan ('KS') and Mr. Chandrakant Dedhia ('CD'), respectively, under sections 397, 398, 404, 31, 38, 192 read with sections 402 and 403 of the Companies Act, 1956 ('the Act') against the respondent Nos. 2 to 13 therein complaining certain acts of oppression and mismanagement purportedly committed by the respondent Nos. 2 to 13 ('Dubash group'/'respondent group') in the affairs of the respondent No. 1 -company ('the company'). The Petitioners have sought various reliefs as contained in their respective petitions. In view of the fact that the pleadings and the reliefs sought for in both the petitions are identical in nature, therefore, both the petitions were clubbed and heard together. They are being disposed of by a common judgment. CP No. 36 of 2012 be treated as a leading case. A copy of this judgment and order may be placed on record of the other company petition being CP No. 37 of 2012. The case of the petitioners is that the petitioner/KS in CP No. 36 of 2012 holds 13.93 per cent shares and the petitioner/CD in C.P. No. 37 of 2012 holds 10.96 per cent shares. Thus, they together hold 22,70,000 number of equity shares in the respondent No. 1 -company as on 31st March, 2011, constituting 24.89 per cent of its total paid -up capital and as such they are entitled to file this petition.

(2.) THE respondent No -1 -company DBC Port Logistics Ltd. was incorporated on 1st January, 1987, as Speedy Transport (P.) Ltd. Later on the name of Speedy Transport (P.) Ltd. was changed to Speedy Multimodes (P.) Ltd. and thereafter the said company was converted into a public limited company on 14th December, 2006. Subsequently, in the year 2011, the name of the said company was changed to DBC Port Logistics Ltd. and a fresh certificate of incorporation dated 25th July, 2011 was issued by the Registrar of Companies ('RoC'), Maharashtra, Mumbai. The Registered office of the company is situated at JNP CFS, Jawaharlal Nehru Port, Sonari Village, Taluka Uran, State of Maharashtra.

(3.) IT is next stated that the respondents, i.e., the Dubash group being promoters thereafter started a non -co -operative attitude and they wanted change of management to cope up with the situation, and, therefore, the Dubash group started exerting pressure upon the petitioners to exit out of them from the company. On account of their pressure, the petitioner/KS suffered a heart attack and he had to undergo a bye -pass surgery, etc. During this period, the Dubash group brought one Mr. Mahendra Puri as a managing director on a salary of Rs. 1.50 crore per annum, whereas the petitioner/KS was getting a remuneration of Rs. 1 crore per annum and the petitioner/CD was getting remuneration of Rs. 60 lakh per annum only. After the recovery of KS, he was told that he is no more required to serve the company as the managing director. It is stated that due to illness of the petitioner/KS he did not attend the Board meeting, etc., and taking advantage of this Dubash group held meetings without proper intimation to KS and in pursuance thereto, Dubash group removed both the petitioners from the Board of directors of the company.