CA No. 2/2014 in CP No. 53/2012. Case: A. Noushad and Ors. Vs D. Aravindakshan and Ors.. Company Law Board

Case Number:CA No. 2/2014 in CP No. 53/2012
Party Name:A. Noushad and Ors. Vs D. Aravindakshan and Ors.
Counsel:For Appellant: K.K. Vijayalakshmi, Advocate and For Respondents: R. Rajesh, Advocate
Judges:Kanthi Narahari, Member (J)
Issue:Companies Act, 1956 - Sections 235, 237, 397, 398, 403, 597
Judgement Date:April 17, 2015
Court:Company Law Board


Kanthi Narahari, Member (J), (Chennai Bench)

  1. The present application is filed by the applicants seeking impleadment as respondents to the main petition.

  2. The counsel appeared for the applicants submitted that the applicants are the shareholders of the second respondent herein holding together about 4,67,000 and odd shares in the second respondent company, which constitute 11% of its paid up share capital. The applicants state that the first respondent, who is the petitioner in CP No. 53/2012, was the Chairman-cum-Managing Director from the year 2005 to till 2010 and was reappointed by the shareholders at the Annual General Meeting held on 10.08.2011 for a period of five years, The applicants became shareholders of the company not only because of the potential of the business which the second respondent company was about to commence as per the objects clause of its Memorandum of Association but also because of the reason that the first respondent was a knowledgeable person, a senior scientist holding M. Tech degree in chemical engineering and was having 28 years of experience in research and management of various companies. The first respondent was the Managing Director of a State owned company engaged in the similar business of manufacturing and marketing of basis drugs and medicines. The applicants state that they were having trust and belief on the first respondent being a knowledgeable person in the field of business of the company. The second respondent company was doing some progress during the tenure of the first respondent as its Chairman-cum-Managing Director until he was illegally removed by the other directors of the company at the EOGM held on 27.06.2012. The applicants state that there had been a lot of instances of oppression and mismanagement committed by the present Hoard of Directors of the company during the last three years which they wish to expose before this Hon'ble Bench. Further, the affairs of the company are not being carried out in the interest of its shareholders. There is no business activity being carried out in the company and the operations of the company have come to a standstill. There are facts to justify the winding up of the company on just and equitable grounds hut the applicants do not want the company to he wound up as it would be prejudicial to the interest of the company and its stake holders, The applicants state that they wanted to approach this Hon'ble Bench by filing a petition...

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