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11. Ms. Priya Kumar, Counsel for the petitioner further argued that the alleged notice has been stated to have been issued and dispatched, by UPC. The notice is for an EGM of Roadco (India) Private Limited to be held on 23.8.2004. On 23.8.2004 there was no company by the name of Roadco (India) Private Limited. The company on that date was Rungta Chemicals Limited/Roadco (India) Limited. As per the respondents it was only on 23.8.2004 that the alleged EGM was held to convert the company, i.e Rungta Chemicals Limited/Roadco (India) Limited to a private limited company and it was only after 23.8.2004 that the company Roadco(India) Private Limited came into existence. Therefore, it was argued, the UPC for the alleged meeting of 23.8.2004 could not have been issued by Roadco (India) Private Limited prior to 23.8.2004. It was.-pointed out that in the company and the ROC records the name of the company has been changed from Rungta Chemicals Ltd. to Roadco (India) Private Limited after the alleged meeting of 23.8.2004. Therefore, there is no scope for any confusion or mistake in stating the name of the company. This is an obvious case of ante-dating the documents for the purpose of filing in the present proceedings.

13. Further, my attention was drawn to the UPC receipt showing Mrs. Sushila Devi Rungta as the successor of Mr. Dinesh Rungta. The contemporaneous Annual Return filed by the company still shows Mr. Dinesh Rungta as the member and shareholder of the respondent No. 1 company. It was argued that according to the respondents as stated in their reply, the Annual Return shows the list of members as per the records of the company and it is only when intimation of the death of a member is received his successors can be mentioned in the Annual Returns of the Company. Therefore, if the Annual Return mentions Mr. Dinesh Rungta as the member, there is no justification for the UPC to show Sushila Devi as successor. Significantly this fact was stated in the present petition and it appears that while ante-dating the documents the fact that Mrs. Dinesh Rungta has passed away was taken into account and Mrs Sushila Devi was shown as his successor. The Annual Return at page 75 of the reply shows Mr. Dinesh Rungta at SI. No. 16 as the member. Incidentally, it was argued, this is the Annual Return filed on 18.11.2004 after correcting the errors in the earlier Annual Return which was filed on 28.7.2004.

16. It was further argued by the counsel that assuming without admitting that the Company had in fact issued notice by UPC the addresses mentioned were at variance with the documents of the company itself. One such instance is of Mr. Ram Avtar Poddar. His address in the Annual Return is totally different from the address in the UPC. Other instances were also given.

17. The counsel for the petitioner argued that the respondents have been manipulating the share capital of the respondent No. 1 company to suit their own designs of reducing the petitioner and his group to a minority. The grievance of the petitioner was that the shares were issued on 25.11.2001 to 8 companies without making a similar offer to the other shareholders. As a result the share holding of the other shareholders was diluted and the interest of the petitioner and his group in the issuance of shares after amalgamation of the companies was grossly prejudiced. It was pointed out by the counsel that the only explanation given is that share application money of these 8 companies had been lying with the respondent No. 1 company and accordingly shares were issued to them. It was contended that share application money of others was also lying with the respondent No. 1 company, however, none of them had been offered or issued any shares. The whole aim and purpose of issuing shares to this select group of 8 companies was to increase the share holding of Mr. R.P. Rungta and his group in anticipation of the proposed amalgamation in the respondent No. 1 company of certain other companies.

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.