DHANNA LAL BANTHIA Vs. GAURAV PRIVATE LTD.

JUDGEMENT

(1.) BY this company petition under Section 398 of the Companies Act, 1956 (for short, 'the Act'), against Gaurav Pvt. Ltd. (for short, 'the company'), the petitioner, Dhannalal Banthia, has sought the following reliefs :

(2.) THE company was incorporated on October 21, 1982, and has its registered office at Jaipur. As appears from the memorandum of association and articles of association of the company (annexure 1) initially the authorised share capital of the company was Rs. 5,00,000 (Rs. 5 lakhs) divided into 5,000 equity shares of Rs. 100 each. But by a special resolution passed in its extraordinary general meeting in 1983 the articles of association of the company were amended and the share capital of the company was fixed as Rs. 13,00,000 (Rs. 13 lakhs) divided into 5,000 equity shares of Rs. 100 each and 8,000 9% non -cumulative redeemable preference shares of Rs. 100 each. Again, on April 19, 1984, by resolution the share capital of the company was fixed at Rs. 15 lakhs divided into 5,000 equity shares of Rs. 100 each and 10,000 9% non -cumulative redeemable preferential shares of Rs. 100 each. The objects of the company as per its memorandum of association and articles of association are many, including the object to carry on the business of builders, contractors, engineers, designers, architects, masonry, plumbers, decorators and furnishers and to purchase, take on lease, hire, build, construct, own, alter, maintain, enlarge, pull down, remove, renovate, replace, furnish, decorate, manage, improve, develop, erect or otherwise acquire and to sell, lease out, exchange, contract, allot, let on hire or otherwise deal in land (freehold and leasehold) flats, dwelling houses, apartments, offices, factories, etc.

(3.) THUS , the case of the petitioner is that he is the holder of 4,000 redeemable preferential shares of the value of Rs. 100 each, i.e., of a total value of Rs. 4 lakhs, and his preferential shares became equity shares after two years and certain rights have been conferred on him including the right to vote but neither has the company issued any notice of the meeting to the petitioner nor has the petitioner received the same till today. In fact no meeting as per the provisions of the Act is ever being held by the directors of the company nor has it ever informed the petitioner that others that the dividends have not yet been paid. A true account of the affairs of the company is neither maintained nor submitted to the Registrar of Companies. According to the petitioner, the directors and officers of the company are mismanaging the affairs of the company and are taking undue advantage. Therefore, the aforesaid prayers have been made.