2003 (4) TMI 434

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....o is respondent No. 5 herein and was said to be formerly in the management of the company at the time when actions complained of in the application were committed. This application inter alia seeks a restraint on transfer of the shares enumerated in paragraph 9 of the application and further restraint upon the exercise of voting and other rights in respect of such shares. This application also seeks a declaration that the Board resolution dated 30-7-1996 making the disputed shares fully paid up is void. 2. Reliance is placed by the applicants in support of this application on the findings of a decision of this Court, rendered on 28-1-2003 in CA 1852/2002 in respect of shares more particularly described in para 9. Reliance in thus placed on....

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....posit as large as Rs. 36 crores is sufficient in my view to taint the transaction." 3. It is submitted that since the respondents 1 to 4 are owned and controlled by the management of respondent No. 5 and are under his control, the orders as prayed for can even be passed pre-winding up as per the position of law laid down in Kamani Metallic Oxides Ltd. v. Kamani Tubes Ltd. [1984] 56 Comp. Cas. 19 (Bom.). It is also submitted that since the action is fraudulent as found by this Court in CA 1852/2002, transactions found to be tainted by this Court cannot be relied upon and are void. It is also submitted that the entire exercise which resulted in adverse findings by this Court on 28-1-2003 was with the sole motive of making the partly paid sha....

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....unsel for the respondent No. 5, Shri Rajiv Sawhney who has submitted that this application is not maintainable under section 536 and is a device to ensure that in the forthcoming Annual General Meeting (AGM), scheduled on 16-4-2003 voting rights are not exercised in respect of the shares in dispute. The respondent No. 5, S.K. Modi has also questioned the maintainability of the application inter alia on the following grounds : (a)applicant No. 1 not being a creditor/shareholder of the company has no locus to invoke the Company Court's jurisdiction. (b)there is no proper affidavit in support of the application. (c)the company has not authorized the applicant No. 1 to file this application was has not been appointed as a Director/Officer/re....