MANISH MOHAN SHARMA Vs. RAM BAHADUR THAKUR

JUDGEMENT

(1.) Appellants have preferred this appeal under Section 10-F of the Companies Act, aggrieved by the order, dated December 22, 2002, passed by the Principal Bench of the Company Law Board, New Delhi, in Company Petition No. 56 of 1996, whereby the application filed by the appellants under Section 634-A of the Companies Act for enforcement of the order dated August 19, 1999 has been rejected.

(2.) Facts which are necessary for the decision of this appeal are hereinafter enumerated. Ram Bahadur Thakur Ltd., is a company incorporated and registered under the Companies Act (hereinafter referred to the Act) having its registered office at village Jitwarpur, District Samastipur in the State of Bihar. Ram Bahadur Thakur, Ltd. (hereinafter referred to as the company) had two groups of shareholders, namely the appellants together with their Associates hereinafter referred to as the "MMS Group" (named after the initials of late Madan Mohan Sharma) and respondents 2 to 4 together with their associates (hereinafter referred to as the "CBS Group" named after the initials of Sri Chaturbhuj Sharma). Each group holds 50 per cent share capital of the company. The activities of the company are in the field of plantation of tea, coffee, cardamom, black pepper etc., and it also owns and operates factories producing tea and Manganese Ore.

(3.) The MMS Group brought an action before the Company Law Board (hereinafter referred to as the CLB) under Sections 397 and 398 of the Act alleging that CBS Group managing the affairs of the Company were guilty of acts of oppression and mismanagement. The CLB by its order dated January 9, 1997, removed Sri Chaturbhuj Sharma as Chairman and Managing Director of the company, and suspended its Board of Directors and appointed Justice Sri A.N.VERMA, a retired Judge of the Allahabad High Court as its Chairman and two representatives of each group as members. The CLB requested Justice Sri VERMA to bring amicable settlement between the two warring groups. In the meeting of the Board held on June 29, 1998 it was resolved that with effect from June 1, 1998, a proposal known as Joint Management Arrangement (hereinafter referred to JMA) would come into effect and on account thereof MMS Group would manage independently five estates and the CBS Group four estates.