K. RAMASUNDARI Vs. RAJAWOODS (INDIA) P. LTD.

JUDGEMENT

(1.) THE petitioners collectively holding in excess of 10 per cent of the issued and paid -up capital of M/s. Rajawoods (India) P. Ltd. ("the company"), aggrieved on account of certain alleged acts of oppression and mismanagement in the affairs of the company, have invoked the jurisdiction of the Company Law Board under Sections 235, 397, 398, 402, 403 and Schedule XI read with Sections 542 and 543 of the Companies Act, 1956 ("the Act"), claiming the following reliefs:

(2.) SHRI R. Rajesh, learned Counsel, while initiating his arguments, in support of the petitioners, submitted:

(3.) I have considered the matter with reference to the pleadings, oral submissions of learned Counsel for the petitioners and written arguments submitted on behalf of the respondents. The issue before me, in the light of the rival claims of the parties, is whether the intervention of this Bench is warranted in exercise of the powers vested in Sections 397 and 398 read with Section 402 of the Act, with a view to bringing to an end the acts complained of in the affairs of the company. The main controversial issues are relating to (i) investment of parties towards their shareholding in the company ; (ii) non -convening of board or general meetings and non -sending of notices of the general meeting(s) ; (iii) appointment of K. Bhaskar as a director of the company; (iv) validity of the proceedings of the board meetings with participation of K. Bhaskar ; (v) diversion of funds and financial irregularities at the hands of the second respondent; and (vi) irregular conduct of the company's affairs.