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5. It requires to be mentioned that the principal company that is the subject matter of the 1999 MoU is Atlas Cycles (Haryana) Limited. It had three bicycle units. One was in Sonepat, Haryana, the second in Sahibabad (Uttar Pradesh) and the third in Malanpur (Madhya Pradesh). There were, of course, other firms, companies and properties, including five trusts that have been jointly managed by the family.

6. The 1999 MoU recorded the agreement that the division of the three lots should be made in such a manner that one bicycle unit falls in the share of each of the three groups such that the production facility including machinery, painting and plating plants etc., and that of services including tool room, maintenance, electrical, generators, research and development, heat treatment etc. of each cycle unit is more or less equally divided. It envisaged that the market areas for sales in India and exports for each separate unit "shall be clearly identified, demarcated and equated." In case any benefit was to be given to any group/groups it could be given in the form of net worth/assets. The valuation was to be done by Mr. K.N. Memani of M/s. Ernst and Young, Chartered Accountants.

"That the overall control in relation to Sonepat unit of Atlas shall be entrusted to Sh. Vikram Kapur jointly with Sh. Rajiv Kapur & Sh. Angad Kapur [(Collectively referred to as the Management Committee (Sonepat)].
That the overall control in relation to Sahibabad unit of Atlas shall be entrusted to Sh. Jai Dev Kapur jointly with Sh. Girish Kapur & Sh. Gautam Kapur [(Collectively referred to as the Management Committee (Sahibabad)].

18. It was further resolved by the BoD inter alia that with a view to avoid duplication and interpolation of the work and exercise of authority or functions "all the units shall have complete autonomy of operations subject to the overall control of the Board of Directors." It was further resolved that all the bank operations in respect of each unit were to be exclusively handled by the respective management committees singly or jointly. The existing bank limits were apportioned over the six units on the basis of a table set out in the BoD‟s resolution itself. The Board also resolved on the transfer of funds inter se the various units. It is required to be noticed that in the resolution of the BoD dated 31st August 2003 it was resolved that the company would have a common balance sheet and the units‟ accounts, though prepared separately, would be merged and consolidated and duly certified by the statutory auditors in accordance with the applicable regulations. The company would have a centralised company law department at Sonepat and the Management Committee (Sonepat) was to keep the Management Committees of the other two bicycle units fully informed about the functioning of the company law department.

54. A petition, being CP No. 18 (ND)/2015 was filed by Mr. Vikram Kapur and his son Mr. Angad Kapur before the CLB under Sections 397, 398, 399 and 402 of the Companies Act, 1956 alleging oppression and mismanagement by the Jagdish Kapur and Jaidev Kapur family groups in their capacities as shareholders of the company, Atlas Cycles (Haryana) Ltd. In particular, it was urged that the company was closely held and in the nature of a quasi partnership wherein each family group is "operating an independent and separate unit" pursuant to the 1999 and 2003 MoUs. Specific allegations of mismanagement and oppression were raised, inter alia, in relation to payment of liabilities of the Malanpur unit out of the profits obtained by the other units. A series of reliefs were prayed for including a declaration that the petitioners, i.e., Mr. Vikram Kapur and his son Mr. Angad Kapur, "have independent management and control of the Sonepat unit pursuant to memorandum of understanding signed and executed by the members of the Kapur family," an order dissolving the BoD and appointing administrators in their place and an order seeking the demerger of the Sonepat unit as a separate company with all its assets, liabilities, obligations and rights, claims, interest, entitlements and properties. An interim relief appointing an administrator in place of the BoD and restraining the BoD from acting in any way to impede the independent management of the Sonepat unit was also prayed for.