C.P. No. 43 of 2013 and C.A. No. 200 of 2013. Case: 1. Housing And Urban Development Corporation Ltd., 2. In Re: Bengal Aerotropolis Projects Ltd. Vs Pragati Social Infrastructure and Development Ltd.. Company Law Board
| Case Number | C.P. No. 43 of 2013 and C.A. No. 200 of 2013 |
| Counsel | For Appellant: Jaydip Kar, Senior Advocate, Siddhartha Banerjee, Victor Dutta, P.P. Bishwal, Jishnu Chowdhury, Anshumsla Bansal and Nikita Jhunjhunwala and For Respondents: Manju Bhutoria, S. Chowdhury, Shankar Banerjee, P.K. Jhunjhunwala, Alpana Chaudhuri, Jishnu Chowdhury, Anshumsla Bansal and Nikita Jhunjhunwala |
| Judges | A. Bandopadhyay (Member) |
| Issue | Companies Act, 1956 - Sections 10F, 111, 111A, 397, 398, 399 |
| Judgement Date | January 15, 2014 |
| Court | Company Law Board |
Order:
A. Bandopadhyay (Member), (Kolkata Bench)
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In this order, I am considering C.A. No. 200 of 2013 in connection with main C.P. No. 43 of 2013, which has been filed by M/s. Bengal Aerotropolis Projects Ltd., being respondent No. 4 in the company petition praying for striking out the name of the applicant from such company petition. The contentions raised by respondent No. 4/the applicant as per averments made in the aforesaid application, are as under:
(i) The petitioner, viz., M/s. Housing and Urban Development Corporation Ltd., is not a member of the applicant-company, viz., M/s. Bengal Aerotropolis Projects Ltd.
(ii) The petitioner has raised a specious plea in the company petition that other respondents and not the applicant is misusing the name of the petitioner commercially.
(iii) The prayer made in the company petition for restraining the applicant from using the name of the petitioner is not maintainable in a proceeding under section 397/398 of the Companies Act, 1956 and the pleadings as contained in the company petition in this regard are utter misrepresentation of facts.
(iv) There is no averment in the company petition as to the shareholding pattern in respect of entitlement of the petitioner to get any relief against the applicant.
(v) The company petition does not contain any averment regarding the locus standi of the petitioner to maintain the company petition against the applicant.
(vi) The main purpose of the proceeding is somehow to entangle the ongoing project work of the airport at Andal so that foreign participants in respect of the said project become shy and leave the project without the project being completed.
(vii) There was an earlier attempt by respondents Nos. 9 and 10 to entangle the said project of the applicant by filing C.P. No. 859 of 2010 on substantially similar ground. The applicant was constrained to file C.A. No. 274 of 2010 in the said C.P. No. 859 of 2010 for deletion of its name which application initially rejected by the learned Board was allowed on appeal by the hon'ble High Court at Calcutta vide order dated July 15, 2011, passed in A.C.O. No. 65 of 2011, A.P.O.T. No. 268 of 2011.
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In response to above, the petitioner has made the following submissions as per the pleadings in the aforesaid C.A. No. 200 of 2013:
(i) In the present proceeding under section 397/398 of the Companies Act, 1956, the petitioner has challenged the transfer of interest by way of shareholding of respondent No. 1 in respondent No. 4 to respondent No. 3 and consequential reduction in shareholding of respondent No. 1 in respondent No. 4. If the contention of the petitioner is upheld and consequently the impugned transfer is held to be illegal, respondent No. 4 shall be required to carry out the order of the hon'ble Tribunal by deleting the name of respondent No. 3 from its register of shareholders and restoring the name of respondent No. 1 in respect of the aforesaid shareholding. In the event the name of respondent No. 3 is deleted and subsequently, the instant petition is allowed by the hon'ble Tribunal, the petitioner would be remediless and for implementation of the order of the hon'ble Tribunal, the petitioner would be compelled to file a second...
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