CP 83(MP)/2015. Case: Chandrashekhar Gupta Vs Savitiri Textiles (India) Pvt. Ltd. and Ors.. Company Law Board
| Case Number | CP 83(MP)/2015 |
| Counsel | For Appellant: Dhiren R. Dave, PCS and For Respondents: S. Suriyanarayanan, Advocate |
| Judges | B.S.V. Prakash Kumar, Member (J) |
| Issue | Company Law |
| Judgement Date | December 11, 2015 |
| Court | Company Law Board |
Order:
B.S.V. Prakash Kumar, Member (J), (New Delhi Bench)
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The petitioner filed this CP against R1 Company and another Respondent u/s. 397 & 398 Act 1956 stating that the conduct of R2 is prejudicial to the interest of the petitioner, seeking reliefs that, as per Understandings dated 09.03.2014 and 26.11.2014 signed by the petitioner and R2, R1 may be de-merged through advocates decided by this Bench and for appointment of an observer pending de-merger and make R2 responsible for punishments, penalties and costs for non compliance of Law and procedure under the Companies Act, 2013 and Income Tax Act and any other laws applicable to the company.
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The petitioner submits that the petitioner and R2 are real brothers and they incorporated this company on 22.01.2011 as fifty- fifty company in between them to carry textile related business on partnership lines, and they two only continued as directors until R2 appointed two more directors on 24-11-2015. The petitioner claims that since he is holding 34.79% shares in the company, he is independently eligible to file this CP u/s. 399 of the Companies Act, 1956, thereby he has filed this CP to pursue the remedies as sought above.
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The petitioner submits that R2 was in charge of finance and accounts and thereby he has started claiming as the sole owner of the company. The petitioner and R2 with the help of family elders and relatives, agreed to separate the business and its assets in between them and to run the business separately with an understanding duly signed by the petitioner, R2 and their father, as reflected in the understanding dated 09.03.2014 and also for a settlement over the movable and immovable assets of the company and loans in the company were to be returned to the respective loan holders. Accordingly, the assets were separated in the month of April, 2014, since then they have been in-charge of the assets and business in exclusion to each other.
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Since the assets have been separated, the title of those assets shall be transferred by way of de-merger of the company to pass the clear title of the assets come to the division of the petitioner, but till date nothing has been initiated by R2 to get the company demerged as agreed between in another understanding the petitioner and R2 entered into on 26.11.2014, but the entire record of the company and its cheque book have still remained with R2 alone, though the petitioner happened to be one of the signatories to the Banking operations. As per the understanding, the company was to be kept by R2. For having the title of the assets lying in the charge of the petitioner not being transferred to him by R2, to generate pressure on R2 to commence and complete the de-merger process, the petitioner sent a letter on 14.07.2014 to the bankers of the company not to allow the debit transactions in the bank account without signatures of both the petitioner and R2.
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