Document Fragment View

Matching Fragments

1. The two appeals are directed against a common order dated 2.2.2006 passed by the Company Law Board disposing of CP No.54/2005 and CP No. 59/2005.

2. Vide the CP No. 54/2005, Arun Mehra and his wife Ms. Seema Mehra invoked Sections 111, 235, 237, 397, 398, 402 and 403 of the Company Act, 1956. Their grievance related to M/s Durga Builders Pvt. Ltd. and the manner in which respondents 2 to 5 of the said petition were alleged to be conducting affairs of M/s Durga Builders Pvt. Ltd.

3. Arun Mehra and his wife Seema Mehra were the petitioners in CP No. 59/2005. They invoked Sections 397 and 398 of the Companies Act 1956. Grievance related to the affairs of Rajdhani Housing Syndicate Pvt. Ltd. It was alleged that respondents 2 to 5 were conducting business in a manner which was oppressive to the petitioners. M/s Durga Builders Pvt. Ltd. was imp leaded as respondent no. 6 in said Company Petition.

5. In so far as CP 54 of 2005 (Durga Builders) is concerned, the respondents have filed a reply which is more or less similar to the reply to CP 59 of 2005.
6. Noting that prior to filing of the two company petitions Civil Suit bearing No. 961/2004 was filed in this Court by Durga Builders Pvt. Ltd. and R.K.Nanda in which Arun Mehra, his wife Seema Mehra and Deutsch Bank were imp leaded as defendants, the Company Law Board held that in view of pleadings of Mehras in written statement filed by them in Suit No. 961/2004, the two could not blow hot and cold and therefore were held entitled to no relief. Additionally, learned Company Law Board has noted that the Nanda as directors of Durga Builders Pvt. Ltd. faced the brunt of criminal prosecution, Mehras could not claim any right in the two companies.
15. In the suit, Nandas stated that somewhere in the year 1995, Mehras approached them holding that they were directors of M/s Class Sales Pvt. Ltd. They wanted to purchase 50 plots in the colony being developed by Durga Builders Pvt. Ltd. Colony being called Edenburg City. That Mehras stated that they would make payment through two companies M/s Hindustan Commercial Investment Trust Ltd. and MGF Ltd., stated to be sister concerns of M/s Class Sales Pvt. Ltd. That on 19.05.97, Mehras and Nanda entered into an agreement dated 19.05.97. It was pleaded that the agreement was a game plan of Mehras to grab the companies of Nanda. Stating that after agreement dated 19.05.97 was entered into, Arun Mehra opened an account in the name of M/s Durga Builders Pvt. Ltd. with Deutsch Bank, Nandas pleaded that Arun Mehra started operating the said account and employees of M/s Class Sales Pvt. Ltd. started booking various plots. Money received from buyers was credited into the account of Deutsch Bank. Money was mis-appropriated. It was pleaded that notwithstanding the Board Resolution of 19.5.97, Form 32 was never submitted to the Registrar of Companies. Stating that acts of Mehras were to the prejudice of Durga Builders Pvt. Ltd., it was pleaded that Nandas were constrain to file the suit seeking the following prayers:

32. Counsel also urged that Nandas had got a false suit filed, purportedly through one Vishesh Jain, the suit filed was ultimately dismissed for non- prosecution.

33. Since Company Law Board, save and except, noting the aforesaid 2 aspects has not based its finding on said facts, I leave the issue pertaining to the suit filed by Vishesh Jain and no signatures of 3 parties on the agreement, at that, noting that nothing turns thereon.

34. Shri Sharad Aggarwal, learnde Counsel for the Nandas urged that complete averments were made as to why agreement dated 19.5.1997 were bogus agreements. Counsel urged that the Company Law Board rightly opined that in view of the civil suit filed, i.e. Suit No.961/2004, where issue raised was whether the agreements dated 19.5.1997 are void, no relief ought to be granted. Counsel further urged that as pleaded by Mehras in their written statement, Mehras themselves pleaded that the 2 agreements were to secure investments made by Mehras through their companies in the project of M/s. Durga Builders Pvt. Ltd. and M/s. Rajdhani Housing Syndicate Ltd. Rs.10 crores, stated to have been invested by Mehras was disputed by Shri Sharad Aggarwal. Alternatively, counsel stated that the said investment was a business investment by the companies of Mehras in the project of Durga Builders and Rajdhani Housing Syndicate Ltd. Counsel urged that the investment was not post 1995-97 Counsel urged that the project Edenburg City was a composite project where land of Durga Builders, Rajdhani Builders and 2 other entities of Nandas was pooled and it was not possible to segregate the lands of the 2 companies.