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8. Further, the counsel for the respondents raised preliminary objection on maintainability of the petition on the ground of delay/latches. The allotment of 422000 shares made on 25.11.2001 was challenged in the year 2005. It was contended that the petition is liable to be dismissed on this ground alone.

9. Ms. Priya Kumar, Counsel for the petitioner pointed out that the petitioner is aggrieved by the acts and omissions of the respondents against the petitioner and his group who are shareholders of the Respondent No. 1. The petitioner is also aggrieved by the gross mismanagement of the Respondent No. 1 by the respondents. The primary grievance of the petitioner is the manner in which the Respondent No. 1 company has been converted from a public company to a private limited company without strict compliance with the provisions of the Act. It was argued that in fact the documents of the respondents itself clearly establish that the respondents have indulged in fabrication of documents and ante-dating of documents and have manipulated the process of the conversion of the Respondent No. 1 company to a. private limited company. Further, the counsel for the petitioner pointed out that the respondents have by an alleged meeting and resolution dated 23.8.2004 converted the respondent No. 1 company from a Public Ltd. to a Private Ltd. company. No notice, explanatory statement, proxy forms, etc. were issued for holding any meeting of the shareholders of the respondent No. 1 company on 23.8.2004. In fact, no meeting was held and this was a paper action by the respondents which is established by their own documents. When the petitioner filed the present petition challenging these acts of the respondents, documents were created and were ante-dated. These contentions are proved and established by the documents filed by the respondents themselves. The counsel pointed out that the alleged meeting of the shareholders was dated 23.8.2004. According to the respondents notices alongwith other documents including explanatory statement were issued. Notice of the meeting was not filed by the respondents. A copy of the explanatory statement was filed by the respondents at page 43 of the reply of the respondents. The explanatory statement is dated 13.7.2005 whereas the meeting was allegedly held on 23.8.2004. The respondents in para 5.2 of their reply at page 6 have admitted that the notice was dated 13.7.2005. Therefore, it was argued, the explanatory statement which should have also accompanied the notice is dated 13.7.2005. In the explanatory statement there is no explanation for conversion of the company from a Public Ltd. to a Private Ltd. company. The explanatory statement appears to be only for the change of the name of the company. In any case there is no explanation for either of the two purposes.

12. Further, my attention was drawn to the proxy forms. It was argued that these were to establish that the documents have been created and ante-dated for the purpose of the present petition. The proxy form for the alleged meeting of 23.8.2004 for conversion of respondent No. 1 company to a private limited company is on the letter head of the proposed private limited company. The letter head of the proxy form states "Roadco (India) Private Limited". The proxy form of Sh. Pradeep Rungta states that he is a member of "Roadco (India) Private Limited" and that he is appointing a proxy for the EGM of the company to be held on 23.8.2004. Similar proxy forms with identical averments and the letter head of the private limited company were filed by Lalita Rungta and Ramdin Rungta. Contrary to these documents, Mr. Ramdin Rungta and Mrs. Lalita Rungta had given affidavits stating that they had appointed proxies for the meeting of Roadco (India) Limited which was held on 23.8.2004. The affidavit is totally contrary to the documents filed by the respondents themselves.

24. Considering the oral and written arguments of the parties as well as the facts and circumstances of the case, I find that the Respondents have not been able to refute the Petitioner's allegation that the public limited company has been converted into a private limited company without following the due procedure as provided in the Act and the conversion has been done by antedating and fabricating the documents illegally and malafidely at the back of the petitioner who holds "V' 13.28% shares in the Respondent No. 1 Company. The counsel for the Petitioner has also objected to the written arguments of the respondents as some of the arguments made in the written rejoinder were not made in the pleadings and oral arguments. It has been reiterated by M.S. Priya Kumar, counsel for the Petitioner, that no mention much less an explanation was made by the Respondents during oral arguments or even otherwise regarding the Petitioner's case of illegal and malafide conversion of public limited company into a private limited company, even the Respondents' pleadings have not dealt with any of the submissions on behalf of the Petitioner relating to the documents filed by the Respondents. The Petitioner's contentions are found to be correct. The counsel for the Respondents has tried to make this a case of certain irregularities in conversion and it has been contended that irregularities per se cannot be held to be oppressive in nature. It has been argued that how an act of conversion of the company from a public limited company to a private limited company can be held to be oppressive, rather the rights of a member/shareholder in a private company are better protected than in a public company and moreover the rights of shareholders in transferring the shares in a private company are restricted and also there is a restriction on a number of members beyond 50. I find that the respondents' contention is not correct in view of the specific instances given by the petitioner pointing out the antedating and fabrication of the documents with regard to the conversion of the public limited company to a private limited company. The Petitioner's contention in this regard remains uncontroverted. The Respondents have avoided the issue by reiterating their contentions on the maintainability of the petition and making reliance on the fact of amalgamation scheme of group companies of the petitioner and the respondents. I find that the allegations made by the Petitioner are factually correct. As per the Respondents the meeting and the resolution for conversion of Respondent No. 1 Company from a public limited company to a AM private limited company was made on 23.8.2004. 'The petitioner has contended that no notice, explanatory statement, proxy forms, etc. were issued for holding any meeting of the shareholder of the Respondent No. 1 Company on 23.8.2004 and in fact no meeting was held and the entire exercise was only a paper action by the Respondents which the Petitioner has proved by the documents furnished by the Respondents. As pointed out above the explanatory statement is dated 13.7.2005 whereas the meeting was allegedly held on 23.8.2004. Further, the explanatory statement should have accompanied the notice for the meeting on 23.8.2004. The notice is also dated 13.7.2005 and in the explanatory statement there is no explanation for conversion of a company from a public limited company to a private limited company. Furthermore, the resolution passed at the alleged meeting dated 23.8.2004 filed by the Respondents is for change of the name of the company and for addition of the word 'private' to the name but the resolution is dated 10.8.2005 which is one month after the date of the notice and the explanatory statement dated 13.7.2005 which is two months prior to the filing of the C.P. No. 93/2005, obviously prove the petitioner's case that the meeting was antedated.

27. According' to the Respondents, the Respondent No. 1 was changed from public limited company to a private limited company after the alleged meeting of 23.8.2004. But, as pointed out by the petitioner, it is noticed that the notice of the meeting was given by the Respondent No. 1 as a private limited company and similar is the position regarding UPCs which show receipt as private limited company. Same is the situation regarding the proxy forms wherein the letterhead of the proxy form shows the Respondent company as "Roadco(India) Private Ltd." even before conversion. This is proved by Sh. Pradeep Rungta's proxy form stating that he is a Member of "Roadco (India) Pvt. Ltd" and that he is appointing a proxy for the EGM of the company to be held on 23.8.2004. Similar proxy forms with identical averments and letterhead of private limited company were filed by the Respondents in respect of Ms Lalita Rungta and Ramdeen Rungta. Their affidavits are totally contrary to the documents filed by the Respondents themselves. Furthermore, the discrepancies in the annual return filed by the company have also not been satisfactorily explained by the Respondents. While antedating the documents the Respondents lost track of the fact that on the date of filing the annual return Sh. Dinesh Rungta was still shown as a Member whereas UPC receipt showed Ms Susila Devi Rungta, his successor after his death. Similar is the situation of the regarding the number of Members. The annual return on 28.7.2004 showed a list of 35 members and the alleged meeting for conversion of the company from a public limited company to a private limited company was allegedly held on 23.8.2004. The UPC list is of 42 members. The respondents showed all 35 members to be present in the meeting in person without realizing that out of these 35 members Mr. Mangat (Mangtu) Ram Aggrawal had died during 1999-2000 and he could not have attended the alleged meeting of 23.8.2004. However, the Respondents have themselves admitted that only 15 members attended the alleged meeting. All these contradictions prove that the declaration filed before the Central Government showing all 35 members present in the meeting was completely false and misleading. This defeats the mandate of the proviso to Section 31(1) of the Act. The meeting was allegedly held on 23.8.2004 but the notice and the explanatory statement as admitted by the Respondents are dated 13.7.2005 which is subsequent to the holding of the meeting. The Explanatory Statement does not mention the change in the name of the company. These are not mere irregularities. In the present case, it is not an isolated act which is only contrary to law and is simply irregular and may per se not amount to oppression as envisaged in the case of Needle Industries (Supra). The instances given by the petitioner are. not merely those of irregularities but are the ones which prove fabrication of documents by antedating the alleged meeting and the proceeding to convert public limited company into a private limited company. And all this has been done at the back of the petitioner, who holds 13.28% shares in the company. Conversion in the manner as pointed out above reveals not only mismanagement of the affairs of the company but also oppression to the shareholders and its creditors and such an act is prejudicial to public interest as well. Subsequent to the scheme of amalgamation approved by the Hon'ble High Court the respondent company was converted into a private limited company by fraudulent means and falsification of records without notice and consent of the shareholders as prescribed in the Act. False information was filed with the statutory authorities by manipulation of notices to the shareholder and directors. The respondents' acts have not only been illegal but also fraudulent. They have resorted to falsification of records by antedating the documents and the statutory authorities were duped by furnishing fabricated documents with malafide intention by manipulation of the process of conversion. Such state of affairs not only reveals mismanagement in the affairs of the company but establishes the act of oppression of the minority as alleged by the petitioner. The shareholders, the creditors, the Govt. through the Regional Director, the Registrar of Companies and other concerned authorities have been taken for a ride vide this abuse of process of law. Such a gross misuse of process of law cannot be brushed aside and ignored.