TaxTMI 
TaxTMI 
2015 (6) TMI 729
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.... reliefs as set out in the Petition. 2. Narrating the facts of the case, the Ld. Counsel appearing for the Petitioners submitted that the Petitioner No.1, Shri Pankajbhai Shambhubhai Patel holds fully paid-up 140000 equity shares of Rs. 10/- each In the Respondent Company I.e. M/s. Times Life Science Pvt. Ltd. The Petitioner No.2, Shri. Shaileshbhai Shambhubhai Patel holds fully paid up 10000 equity shares of Rs. 10/- each In the Company. The Petitioner Nos.1 and 2 are the promoters and subscribers to the company's Memorandum of Association and named as first Directors In the Articles of Association of the Company. 2.1 It is further submitted that the Company was incorporated in the name of M/s. Hem Plast Health Care Private Limited under the provisions of the Companies Act, 1956 on the 23/05/1994 with the Office of Registrar of Companies, Gujarat, DIN No. U85110G)1994PTC023970. Thereafter, the name of the Company was changed from M/s. Hem Plast Health Care Private Limited to M/s. Times Life Science Private Limited. 2.2 The Ld. Counsel appearing for the Petitioners pointed out that in the year 1998 or thereabout, one Mr. Bhaskar Chandra Mohanty (Respondent No.2) came in cont....
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.... of the assets of the Company and an invalid power of attorney, retained control over the affairs of the Company, keeping the promoters at bay. 2.3 It is further submitted that, thereafter, there have been several changes in the shareholding pattern and in the composition of the Board of Directors of the Company from time to time by adopting illegal means and vvithout following the provisions of the Companies Act, 1956 or any other laws by the existing directors and shareholders of the Company and, as per the latest records available in the office of the Registrar of Companies, Gujarat, ultimately the constitution of the Board of Directors of the Company and shareholding pattern as on 30/09/2011 came to be as under: A. DIRECTORS: 1. Shri Bhaskar Chandra Mohanty and 2. Shri Chirayu M. Agnihotri B. SHAREHOLDERS: Name of Shareholders No. of Equity Shares % of Paid-up Equity Share Capital Mohan Udaynath Bhaskar Chandra 49,900 33.27% DharT A shokbhai 100 0.07% Mohan Ravindranath Ajit 20,000 13.33% Mohanty 8haskar Chandra Prabhati 201000 13.34% Mohanty Udaynath Pravindrana th 20,000 13.33% Mohanty Udaynath Prabhakar 10 0_00 6.67% Mohanty ....
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....e Ld. Counsel pointed out that the Petitioners filed a complaint under Section 190 of the Cr.P.C in the Court of Judicial Magistrate, First Class, Savll for offences punishable under Sections 465,466, 467, 468, 471, 120B and 420 of the Indian Penal Code since the Respondent Nos. 2 and 3 hatched a conspiracy against the Petitioners, cheated them by not making any payment as agreed under the Memorandums of Understandings dated 10/07/1998 and 01/01/1999, forged and fabricated documents/records and misused such forged documents as genuine documents and grabbed the Company dishonestly by practicing fraud on the Petitioners. He further pointed out that in the said complaint, the Ld. Magistrate took cognizance of the complaint as Enquiry Case No. 17 of 2011 and directed the police authority to carry out investigation under Section 156(3) of the Cr.P.C and submit report before the Ld. Magistrate. Aggrieved and dissatisfied with the order dated 03/03/2011 passed under Section 156(3) of the Cr. P.C by the Ld. Magistrate, the Respondents moved the Hon'ble High Court of Gujarat vide Criminal Miscellaneous Application No. 4074 of 2011 under Section 482 of the Cr.P.C. with a prayer to quash ....
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....foresaid facts and circumstances, cancelled specifically and news paper advertisements to that effect were also published on 10/11/2008 for information of general public as a guard against likely victims of fraud by the respondent No.2. Despite the aforesaid position, the Respondent No.2 is dishonestly and fraudulently acting as director of Company and is dealing with the assets of the company illegally practicing fraud on them also and has filed documents with the office of the Registrar of Companies, Gujarat, Ahmedabad, containing false information therein and thereby has made illegal changes in the composition of Board of Directors and shareholders of the Company by misusing the inoperative MOUs and forged/ fabricated records. 2.9 Next point argued on behalf of the Petitioners is that the Respondent No.2 made an application under Section 21 of the Companies Act, 1956 seeking approval of the Registrar of Companies, Gujarat, Ahmedabad, for change of name of the Company from "M/s Hem Plast Health Care Private Limited" to "M/s Times Life Science Private Limited" on the strength of the so called special resolution dated 19/10/2005 shown to have been passed by the shareholders of the....
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.... appearing for the Petitioners, I have come to the conclusion that this company petition is not a bonaflde petition. According to the Petitioners' own case, the alleged acts of oppression and mismanagement were committed in the year 1998-1999. 5. On perusal of the petition, it is further noted that various criminal cases including that of complaints filed under Section 138 of the Negotiable Instrument Act in the year 2000, were filed against the Respondent Nos.2 and 3 with respect to the events and acts since beginning from 1998-1999 purportedly committed by the Respondent No.1. Therefore, it cannot be said that the Petitioners were not aware of these acts. Even, according to the Petitioners' own case, they have also filed a civil suit, bearing Suit No.595 of 2011, in the Court of Civil Judge, Sr. Division, Baroda against the Respondent No.2 and two others to whom the Respondent No.2 has illegally sold the Company's land by misusing forged and fabricating documents. Furthermore, as is seen from the reliefs clause of the petition, the petitioners have sought cancellation of various Returns filed by the Company with the Registrar of Companies in the year 2010 and 2011. T....