BEFORE THE COMPANY LAW BOARD, PRINCIPAL BENCH, NEW DELHI

                                                           

                                                            CP No.60/2000

                                                                        Present: Sh. K.C. Ganjwal, Member

 

In the matter of Companies Act, 1956

                                                AND

In the matter of Sections 397,398,399,402,403 and 406 of the Companies Act.

                                                AND

In the matter of

Shri D.S. Dhillon                                                                                   ..Petitioner

                                                Vs.

 

  1. M/s Honeyrex Products Pvt. Ltd.                                                         
  2. Shri Bhupinder Singh Sarna
  3. The Registrar of Companies, Bangalore                         ..Respondents

 

Present on behalf of the parties

Sh. Davinder N. Grover, Advocate                                                   ..for respondent

Sh. A. Murali, Advocate                                                                    ..for respondent

Sh R. Rama Krishna . CA                                                                  ..for respondent

Sh.Bhupinder Singh Sarna,                                                                 ..respondent No.2

                                                                                                            in person

Capt. Arun Sharma, Advocate                                                ..petitioner

 

 

                        O R D E R

K.C. GANJWAL

  1. Shri D..S. Dhillon has filed the present petition under Section 397,398, 399 and 402, 403 and 408 of the Companies Act, 1956 seeking that Board of Directors of the Company be superceded and Special Officers be appointed to take charge of the management,  injunction restraining the respondent No.2 from working as Managing Director and also to revoke the order dated 16.1.1997 ceasing the petitioner as a director of the respondent company being null and void alongwith some other prayers. 
  2. The petitioner submitted that he holds shares worth Rs.9,35,000 out of the total share capital of Rs.10 lakhs   In order to support his contention he relied on the letter dated 10.5.1994 issued by late Shri S.S. Darshan transferring the shares in favour of the petitioners.  Another letter dated 6.6.1994 has also been placed on record by the petitioner to support his argument.
  3. The petitioner is holding 500 shares (‘B’ class) valuing Rs.100 each aggregating to  Rs.50,000 which is about 3.33% of equity of the company.  The petitioner has admitted that soon after the Board Meeting held in Aug. 1996 he went away to Canada .  Hence he could not attend any Board Meeting thereafter.
  4. The learned counsel for petitioner argued that he has been illegally removed from directorship as no notice of Board Meeting had been received by him after Aug. 1996 when he left for Canada. 
  5. The learned counsel for respondent submitted that they have not removed the petitioner from the office of director.  As he had not attended any Board meeting after he went to Canada in Aug. 1996, the petitioner seized to be a director under Section 283 (1)(g) of the Companies Act, 1956 for not attending the three consecutive Board Meetings without obtaining leave of absence.  As such there is no oppression as alleged by the petitioner. 
  6. The learned counsel for respondent also submitted that the second respondent obtained a succession certificate from City Civil Judge, Bangalore after the death of Shri S.S. Darshan on 18.8.1996.  The petitioner has obtained interim stay of operation of succession certificate by producing fabricated and forged bill.  The proceedings are still pending in the Court of City Civil Judge regarding succession certificate. As such the petitioner cannot claim any right over these shares of late S.S. Darshan in view of the pending  proceedings  succession certificate in the Court of City Civil Court, Bangalore.
  7. I have gone through the records and averments made by learned counsel from both the sides.  It is admitted fact that the claim of the petitioner that he is holding 90% shares is the subject matter of proceedings pending before the City Civil Court, Bangalore and has not been disputed by the petitioners.  Hence, the petitioner is having nly 500 shares of Rs.100 each which is around 3.33% of the total equity of the company.  As such he is not qualified to file this petition under Section 399 of the Companies Act, 1956 as submitted by the learned counsel for respondent.  Regarding second issue of his removal from directorship under the provisions of Section 283(1)(g) of the Companies Act, 1956 I am not inclined to give any views as the petition itself is not maintainable.  The petitioner can move to appropriate civil court if so desired.  Accordingly the petition is dismissed as non maintainable  under the Section 399 of the Companies Act, 1956 and there are no orders as to cost.

 

 

(K.C. GANJWAL)

       Member

New Delhi,

Dated the            April, 2004.