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2017 (3) TMI 824
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....1,74,190 equity shares of Rs. 100/- each. The R-1 company is operating as a subsidiary of Khosla Steel Industries Pvt. Ltd., the holding company, which is carrying on the business of induction furnace at its factory situated at Adityapur Industrial Area, Jamshedpur. The petitioner no.1, Khosla Steel Industries Pvt. Ltd. is the holding company of the respondent no.1 company, i.e. K. Steel Private Ltd. The petitioner (holding company) is holding 1,54,420 equity shares out of 1,74,190 validly issued, subscribed and paid up capital of the subsidiary company, which is equal to 88.65% of the validly issued, subscribed and paid up capital of the company. The petitioner no.2, Mrs. Neelam Khosla wife of Late Ashok Kumar Khosla, residing at New Delhi is holding 3,570 equity shares out of 1,74,190 validly issued, subscribed and paid up capital of the subsidiary company, which is equal to 2.05% of the validly issued, subscribed and paid up capital of the company. It is therefore, clear that both the petitioners are holding 90.70% equity shares in the paid up capital of the company and eligible to file the petition. The respondent no.1 company K. Steel Pvt. Ltd. is the subsidiary compa....
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.... his wife Mrs. Neelam Khosla and she was also inducted in the Board of Directors with effect from 28th April, 1994. At such point, the respondent nos.2 and 3 were inducted in the Board of Directors in 1994 and 1996 respectively. Mr. Kishanlal Khosla expired on 04.01.2002. Taking advantage of the situation, the respondent nos.2 and 3 started usurping the management and control of the affairs of the holding company as well as the subsidiary company and sidelined Mrs. Neelam Khosla. They also started filing annual returns and other documents of the company without showing it to Mrs. Neelam Khosla and she was illegally removed from the Directorship of the company. Mr. Bishendar Singh and Mrs. Neelam Khosla were appointed as Directors of the company with effect from 10th August, 2011. Mr. Bishendar Singh was also appointed as Director of the holding company with effect from 10.08.2011. The respondent no.2 and his wife, the respondent no.3 and his wife all were ceased to be the Directors of the holding company w.e.f. 27.02.2012. Mr. Amit Gupta and Mr. Navin Singh were appointed as Additional Directors of the Company w.e.f. 27th February, 2012. All the aforesaid appointments in the Board ....
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.... off. The respondent no.2 realising that if his misdeeds are exposed, he will loose all control over the affairs of both the companies. He has wrongly filed form no.2 (return of allotment of shares) through his own digital signature, by misusing and taking advantage of the online filing system available at the MCA portal wherein it has been shown that he is allotted 14000 equity shares of Rs. 100/- each of the holding company to own self on 5th August, 2011 and it has been represented that there was a Board meeting held on 5th August, 2011. The said allotment was challenged and this Hon'ble Company Law Board had held that the aforesaid allotment is ex facie illegal wrongful, null and void. By reason of the wrongful and illegal allotment as above, the respondent nos. 2,3 and 3 were trying to defeat the collective shareholding of Bishandar Singh and Mrs. Neelam Khosla and her family in the holding company and illegally stake claim as a majority shareholder of the holding company and thereby also trying to exert control over the subsidiary company. The respondent nos. 2 to 4 have siphoned away huge sums of money from the company. Subsequent to cessation of directorships of the ....
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....on 23rd July, 2012 related to the acts of oppression and mismanagement perpetrated by the respondents. The said petition was dismissed by the Hon'ble Bench since the winding up case was pending before the Hon'ble High Court. Now since the winding up petition is dismissed, the petitioners have filed this petition. On the above basis, the petitioner has claimed that declaration be issued that the Board meetings of the company held by the nominate directors of the holding company are legal and correct. Necessary declaration also be issued that the Board meeting by respondent nos.2 and 3 after 27th February, 2012 are illegal and incorrect. Necessary declaration be issued to the concerned Registrar of Companies to delete the names of respondent nos. 2 to 4 from the signatory details of MCA portal. The petitioner has also prayed that the direction be issued to the Registrar of Companies to allow the four directors nominated by the holding company to file their form no.32 and DIR 12 using the digital signature of any of them and to reflect the correct position in the signatory details of MCA portal by showing the names of all the four nominated directors of the holding compa....
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.... perjury and as such the instant petition is liable to be dismissed in limine with exemplary costs. The respondent has further claimed that the petitioners have suppressed the fact that having aggrieved by the aforesaid order of Hon'ble Board dated 20.03.2014, the petitioners have preferred an appeal in CA no.5/2014 before the Hon'ble High Court, Ranchi. The respondents have also preferred an appeal in CA no.6/2014 before the Hon'ble High Court having aggrieved by some parts of the judgment and order dated 20.03.2014 of the Hon'ble Company Law Board as aforesaid and as such also the instant petition is liable to be dismissed in limine with exemplary costs. The respondent no.2 has further submitted that the petitioners have further suppressed the fact that the petitioners deliberately tried to mislead both the Hon'ble Company Law Board and the Hon'ble High Court by taking different stands with regard to payment for allotment of shares to M/s. Nanak Ispat Pvt. Ltd. and M/s. Riya Sales Pvt. Ltd. The respondents have further claimed that the petitioners have made a false statement on oath that Mr. Bishendar Singh and Mrs. Neelam Khosla were appointed Director....
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....the same has been dismissed for default which may be restored any moment and as such also the instant petition is liable to be dismissed with exemplary costs. The respondents have further alleged that no act of oppression and mismanagement can be envisaged when the company is in liquidation and as such the instant petition is liable to be dismissed. In the Rejoinder, the affidavit submitted by Shri Bishender Singh, the petitioner, it has been reiterated that he is the Director of petitioner no.1 company and is duly authorised to file the petition. The petitioner has reiterated the contents of the petition and denied that it is wrong to allege that in view of the order of the Hon'ble C.L.B. dated 20.03.2014, the petitioners are not entitled to file this instant petition in the name of the holding company. The petitioners have further denied the fact that it is wrong to allege that the petition has been filed after suppressing the fact that having aggrieved by the order of this Hon'ble Board dated 20.03.2014, the petitioners have preferred an appeal CA no.5/2014 before the Hon'ble High Court. The petitioners have denied contents of reply submitted by respondent no.2 an....
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....ibed and paid up capital of the subsidiary company R-1. The petitioner has filed the copy of annual return dated 29.09.2010 along with the petition as 'A-3' with the petition. The petitioner no.2, Mrs. Neelam Khosla claims to hold 3,570 equity shares out of 1,74,190 validly issued, subscribed and paid up capital of the subsidiary company, which is equal to 2.05% of the validly issued, subscribed and paid up capital of the company. The petitioners jointly are holding as per the averments of the petition 90.70% of the equity shares in the paid up capital of R-1 company i.e. K. Steel Pvt. Ltd., which is a subsidiary of petitioner company. The petitioner has filed list of shareholders of K. Steel Pvt. Ltd., which is given at page 57 of the petition which shows that out of 1,74,190 equity shares of Rs. 100/- each, the petitioner company, Khosla Steel Industries holds 1,54,420 shares, which is more than 90% of the shareholding. A copy of the annual return has been filed along with the company petition, which are paper nos.51 to 57, which clearly indicate that the petitioner company holds more than 90% of the issued, subscribed and paid up capital of the subsidiary company R-1.....
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....accounts of the company in which they are existing Directors. The purchase consideration for the aforesaid shares are to be paid by the petitioners and respondent no.2 within six weeks of the receipt of this Order to respondent no.4 and the allottee companies and on receipt of such consideration, the respective share certificate and the transfer form duly signed and executed by the transferor and the transferees are to be lodged with the respondent no.1 company within two weeks thereof for carrying out the transfer of shares in accordance with law. Alternatively, the respondent no.1 company shall purchase the shares of respondent no.4 and M/s. Nanak Ispat Pvt. Ltd. and M/s. Riya Sales Pvt. Ltd. at the aforesaid fair market value already determined by the Valuer and cause reduction of paid up share capital of respondent no.1 company to the extent of face value of the shares on the strength of this Order. Further direction was issued by the then Company Law Board that "the respondent no.1 company is directed to be run by the members of Khosla family by appointing the Board of Directors in a general meeting of the shareholders in accordance with the provisions of law and the outgoing ....
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....f alleged board meeting of R-1 company dated 4th August, 2012 wherein Pramod Khosla was appointed as Managing Director w.e f. 04.08.2012 in R-1 company and the digital signature in form 32 has been made by Kishore Khosla. The petitioner has also filed the data obtained on 10th July, 2015 from e-Portal of Ministry of Corporate Affairs regarding the company K. Steel Pvt. Ltd. which shows that the last balance-sheet of the company was filed on 29.09.2010 and the company is under process of striking off. It appears from record that though the petitioners are holding more than 90% shareholding in the R-1 company and they are the holding company, but the respondent nos. 2,3 and 4 are holding themselves as the only Directors of the R-1 company, including the Managing Director and they have failed to call, hold and conduct annual general meeting on and from the financial year ending 31.03.2011. The petitioners have also alleged that in spite of being holding company, they have not been provided any information by respondent nos. 2 to 4 in respect of the affairs of the subsidiary company. They have kept the holding company in complete darkness with respect to the affairs of the subsidiar....