LAMMERTZ INDUSTRIENADEL GMBH Vs. ALTEK LAMMERTZ NEEDLES LIMITED,

JUDGEMENT

(1.) THE petitioner holding in excess of 10% of the issued and paid up capital of M/s. Altek Lammertez Needles Limited ("the Company") aggrieved on account of certain acts of oppression and mismanagement in the affairs of the Company has invoked the jurisdiction of the Company Law Board under Sections 235, 397, 398, Schedule XI read with Sections 402 & 403 of the Companies Act, 1956 ("the Act"), seeking the following reliefs:

(2.) SHRI Sudipto Sarkar, learned Senior Counsel, while initiating his arguments submitted:

(3.) THE proceedings of both the meetings of members and Board of which no notices were issued to the petitioner are illegal and invalid. The petitioner never agreed for taking over control of affairs of the Company by the respondents. The stand of the respondents in their letter dated 12.12.2003 that share capital came to be increased as a part of the approved rehabilitation measures, is contrary to the stipulation imposed by the petitioner in retaining 70% of shares of the Company. There is no document on record to show that the petitioner ever agreed to dilute its shareholding from a majority to a minority shareholder by implementing the capital reduction and thereafter allotting shares to the fourth respondent which is in the same business, as that of the petitioner and the Company.