B.V. SATYANARAYAN Vs. VIVEK KULKARNI

JUDGEMENT

(1.) IN this company petition filed under Sections 111, 397, 398, 402 and 403 of the Companies Act, 1956 ("the Act") by M/s. Medi Projects P. Ltd. ("MPPL") holding 16.53 per cent, of the undisputed paid -up capital of M/s. Cauvery Medical Centre Ltd. ("the company") and another, on account of certain acts of oppression and mismanagement in the affairs of the company, for appropriate reliefs, respondents Nos. 4 and 1 have filed the present application, invoking the jurisdiction under Sections 399 and 10E(4D) of the Act read with Regulations 14(5), 14(7)(a) and 44 of the Company Law Board Regulations, 1991, for (a) dismissing the main petition against the second petitioner ; and (b) eschewing all the averments referring to the second petitioner as well as made by him, forming part of the main petition, solely on the ground that the second petitioner, not being a shareholder of the company, has no locus standi to maintain the main petition, in support of which, Shri R. Venkataraman, learned Counsel and Shri R. Aghoramurthy, learned practising chartered accountant, submitted:

(2.) SHRI B.C. Thiruvengadam, learned Counsel, while vehemently opposing the application submitted:

(3.) I have heard the arguments advanced on behalf of the parties. The first petitioner qualified as per Section 399 along with the second petitioner, whose status as a shareholder of the company is under serious threat, are seeking the equitable reliefs, with a view to bringing to an end the acts complained of in the main petition, thereby regulating the conduct of the company's affairs in future. It is, therefore, while the main petition is maintainable at the sole instance of the first petitioner, the issue before me is whether the main petition is liable to be dismissed, so far as the second petitioner is concerned, in the facts of the present case, as stoutly urged by the applicants. Therefore, the decisions in Gulabrai Kalidas Naik v. Laxmidas Lallubhai Patel and T.J. Thomas v. Rev. C.S. Joseph (supra), empowering only members to maintain any application under Section 397/398, will be of little assistance to the applicants. Against this background the charges in relation to the affairs of the company as set out in the main petition, which are sought to be deleted by the applicants, assume atmost relevance, which are summarised here below :