RAHUL SHAH Vs. AVI SALES PVT. LTD.

JUDGEMENT

(1.) IN this order I am considering Company Petition No. 19/2005 filed by Shri Rahul Shah and Ors under Sections 397 and 398 of the Companies Act, 1956 (hereinafter called 'the Act') alleging certain acts of oppression and mismanagement in the affairs of the R -1 by the respondents.

(2.) THE undisputed facts of the case are: The respondent company, namely M/s AVI Sales Pvt. Ltd. was incorporated on 2.11.1998 as a private limited company with its Regd. Office at 609, Wallstreet, Opp. Orient Club, Nr. Gujarat College, Ellisbride, Ahmedabad -6. The authorised share capital of the R -1 company is Rs. 1,00,000/ -comprising of 10000 equity shares of Rs. 10/ -each. The main objects of the respondent company is to undertake and carry on the business in India and elsewhere, buy, sell, resale, service, and to act as agent, broker, stockists, manufacturer's representative, supplier, distributors, wholesalers, dealers, consignment agents, handling agents, consignors, consignees, and of any brand and of all classes, kinds and types of textile and ginning machineries, engineering goods, crop cutting and processing machineries, thrashing machineries, and to deal in all types of parts, accessories, components, devices, tools, fittings, tackles, substances of such machines and to carry on the agency business of all types of machineries of any description, specifications, characteristics, applications land uses.

(3.) THE Counsel for the petitioners pointed out that the Respondent Nos. 2 and 3 have incorporated the Respondent No. 4 company and all business and funds of the Respondent No. 1 company is being diverted to the said Respondent No. 4 company. It was pointed out that recently the Respondent Nos. 2 and 3 have floated another company namely, Deligent Ginning Machinery (P) Ltd. All these companies are using the premises and infrastructure of the Respondent No. 1 company and the funds are being siphoned off to these companies. My attention was drawn to the Bench Officer's report wherein he had pointed out that there was no sign board of the Respondent No. 1 company. No statutory records were available and only unsigned computer prints alleged to be the Board minutes were shown to him for authentication. The minutes have not been kept in the manner prescribed under Section 193 of the Act. The report also states that the Petitioner No. 1 who is admittedly a shareholder of the Respondent No. 1 company was threatened and not allowed to enter the premises. It was argued that the said act of the Respondents is in violation of Section 163 of the Act.