TaxTMI 
TaxTMI 
TaxTMI 
2004 (3) TMI 800
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....Board out of waste paper and pulp. The petitioner No. 1 Shri Giridhar Gopal Gupta and Respondent NO. 2 Shri Gurcharan Das Garg had jointly purchased a sick unit from UPFC 1985 consisting of a plot of land at GT Road Industrial Area Ghaziabad and measuring 7215 sq. yards alongwith the plant and machinery. The shareholding of petitioners group was 1722 equity shares of ₹ 100 each consisting (50.9%) and that of respondent group was 1662 equity shares of ₹ 100 each constituting on the said paid up capital of (49.1%) total equity shares numbering 3384. To begin with the petitioner group and respondent group had two directors each in the respondent company. 2. The units was closed down in Oct 1994 due to alleged non cooperation and m....
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....s to 12.89 lakhs by allotment of 9507 new shares of ₹ 100 each when the operation of the company has come to stand still and there was no need to generate more funds. It is further alleged that allotment of new shares of 9507, which is three times of the existing 3384 shares, not a single shares had been allotted to the petitioners group and all the said shares were allotted to persons belonging to respondent group, thereby the shareholding of the petitioner group was reduced from 50.9% to 13.4% which is a serious act of oppression. The petitioners have also submitted that the entire records of the company is with petitioners. The learned counsel for petitioner further alleged that shares have been allotted to minors (students) and a ....
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....rm No. 32 was also filed with the ROC after a delay of two years on 3.11.2000. The petitioners have alleged that only three Board Meetings were held on 14.7.1998, 10.8.1998 and 16.9.1998 for which notice has been issued under UPC. The learned counsel for petitioner submitted that UPC has been procured and cannot be relied upon in the absence of dispatch register and books of accounts showing expenses incurred. The petitioners relied their argument on case law (1955) CLA page 170 Bhankerpur Simbhoali Beverages Pvt. Ltd. and Anr. v. P.R. Pandya and Ors. V.K. Jhanji, J It is held that "there is a presumption of valid service but it is rebuttable - Where dispatch register showing dispatch of the relevant notices, and books of account showi....
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....tioner was fully aware of the allotments of share and even notice of General Body Meeting of 1.9.1994 was signed by the petitioner Shri Giridhar Gopal Gupta. The balance sheet on 31.3.94 was signed on Shri Giridhar Gopal Gupta in which share application money was received of ₹ 3,94,320 has been shown. As such the petitioner was fully aware of the allotment of 9507 equity shares and he has signed the balance sheet of 31.3.94 showing the share application money received for the allotment of shares. The respondents have alleged that the petitioner has intentionally not filed the copy of the balance sheet for the period ending 31.3.94 and 31.3.95 wherein he has signed the balance sheet showing the receipt advance of share money. 9. The l....
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....e awards of the arbitrator as they do not find any course of law. 11. On the merit of the case the first question is that of removal of directors from the company of Shri Giridhar Gopal Gupta and Ram Narain Gupta. The memorandum and articles of association of the company indicate that there were four directors at the time of incorporation of the company namely, Shri Girdhar Gopal Gupta, Ram Narain Gupta, Gurcharan Das Garg and Smt. Krishna Garg. I am therefore, not inclined to accept the plea of learned counsel for respondent that there were never equal directors from both the sides. The minutes of the board meeting placed on record held on 15.6.1998 indicate that this board meeting had been called as per telephonic notice and the petition....
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....return of allotment of shares in Form No. 2 has been filed in one lot on 20.8.98 with the ROC after a delay of 4 years. The respondents have submitted that in the balance sheet signed of 1993-94 by the petitioner indicated application money of ₹ 3,94,320 and accordingly the petitioner were aware of allotment of 9507 shares . It is true that a sum of ₹ 3,94,320 has been shown in the balance sheet of 1994-94 which has been signed by the petitioner indicating share application money. But the respondents have allotted further shares of ₹ 5,56,380 for which no explanation has been given. It is also not known whether any money amount to ₹ 5,56,380 was ever received by the company and how the same has been utilized in a com....