{"id":213742,"date":"2001-09-24T00:00:00","date_gmt":"2001-09-23T18:30:00","guid":{"rendered":"https:\/\/www.legalindia.com\/judgments\/shiv-nath-rai-bajaj-vs-nafabs-india-p-limited-and-anr-on-24-september-2001"},"modified":"2016-07-27T15:51:01","modified_gmt":"2016-07-27T10:21:01","slug":"shiv-nath-rai-bajaj-vs-nafabs-india-p-limited-and-anr-on-24-september-2001","status":"publish","type":"post","link":"https:\/\/www.legalindia.com\/judgments\/shiv-nath-rai-bajaj-vs-nafabs-india-p-limited-and-anr-on-24-september-2001","title":{"rendered":"Shiv Nath Rai Bajaj vs Nafabs India (P) Limited And Anr. on 24 September, 2001"},"content":{"rendered":"<div class=\"docsource_main\">Company Law Board<\/div>\n<div class=\"doc_title\">Shiv Nath Rai Bajaj vs Nafabs India (P) Limited And Anr. on 24 September, 2001<\/div>\n<div class=\"doc_citations\">Equivalent citations: 2002 108 CompCas 642 CLB<\/div>\n<div class=\"doc_author\">Author: A Banerji<\/div>\n<\/p>\n<pre><\/pre>\n<p>ORDER<\/p>\n<p>  A.K. Banerji, J.    <\/p>\n<p> 1. Shiv Nath Rai Bajaj, the petitioner herein, has filed this petition<br \/>\nunder Section 397\/398 of the Companies Act, 1956, (the Act) alleging acts of oppression<br \/>\nand mismanagement against the respondents and seeking appropriate reliefs.\n<\/p>\n<p> 2. Briefly stated, the petitioner&#8217;s case is that the petitioner and Heeralal Arora<br \/>\n(second respondent) along with one Mr. Jaggi were the subscribers to the memorandum<br \/>\nof association of the company, NAFADS India (P) Ltd. (first respondent) which<br \/>\nwas incorporated as a private limited company on 25.6.1982. The authorised capital<br \/>\nof the said company was Rs. 25 lakhs and the paid up capital was Rs. 14,56,640. The<br \/>\npetitioner held 98,824 shares and Shri Amarnath Jaggi, who was a nominee of the<br \/>\npetitioner, held 22,501 shares, while the second respondent held 4,339 shares. Thus,<br \/>\nthe petitioner along with his nominee held 83.29% of the share-holding of the first<br \/>\nrespondent, whereas the second respondent namely, Heeralal Arora, held 16.71% of<br \/>\nthe equity share capital. The petitioner and second respondent were directors of the<br \/>\nrespondent company. Taking advantage of the absence of the petitioner who was a<br \/>\nNRI settled at Bangkok, the second respondent, contrary to the provisions of the articles<br \/>\nof association of the company and without notice, behind the back of the petitioner,<br \/>\nallotted 20,000 shares of the face value of Rs. 10 each in favour of himself and<br \/>\nhis wife, Smt. Darshan Arora, and his son Sanjeev Kumar arora. Neither the wife nor<br \/>\nthe son was earlier a member of the company. Nor had their names been approved<br \/>\nby the Board of directors. By the further issue of these shares, the majority share-holding<br \/>\nof the petitioner has come down to 67.84%. Besides, the petitioner has been<br \/>\ntotally ousted from the management and control of the respondent company, and<br \/>\nhas been denied access to the company premises, account books and statutory records<br \/>\ndespite the fact that he was the Chairman of the Board of directors of the company.<br \/>\nMismanagement was evident from the fact that though the turnover of the<br \/>\ncompany had increased, its losses have multiplied. Inspection of the accounts [and]<br \/>\nof the records of the company and inspection taken in the office of RoC reveal that<br \/>\nrelevant returns have not been filed for several years. To resolve the difference, subsequently,<br \/>\nan agreement\/memorandum of understanding dated 2.4.1991 was arrived<br \/>\nat between the petitioner and second respondent whereby the latter had agreed to<br \/>\npay a total consideration of Rs. 51,50,000 for purchasing the entire shareholding of<br \/>\nthe petitioner and his nominee, in five yearly instalments alongwith interest on the<br \/>\noutstanding amount and till the completion of all payments, the petitioner was to<br \/>\ncontinue as a shareholder director of the company and also entitled to appoint an<br \/>\nalternate to act as director. The second respondent was entitled to appoint additional<br \/>\ndirectors only as necessary for providing guarantees. The parties had also agreed not<br \/>\nto increase the paid up capital. According to the petitioner, an amount of Rs. 25,000<br \/>\nwas paid at the time of signing of the agreement, and in total, an amount of Rs.<br \/>\n23,43,750 only was paid in instalments, the balance amount of Rs. 30,31,250 has not<br \/>\nbeen paid by the second respondent till date. Consequently, the petitioner continues<br \/>\nto be a shareholder and a director of the respondent company. However, not only<br \/>\nhas he been ousted from the participation in the management of the respondent<br \/>\ncompany, but was being denied even the basic rights of a shareholder. It is stated<br \/>\nthat after 2.4.1991, the petitioner has never received any notice of any general body<br \/>\nmeeting or the meeting of Board of directors, and the petitioner apprehends that all<br \/>\nsorts of resolutions may have been passed without notice to him. On 3.12.1998 and<br \/>\n6.12.1998, the petitioner tried to take inspection of the account books and records,<br \/>\netc., though his power of attorney holder however, the same was denied Consequently,<br \/>\na case of oppression\/mismanagement has bene made out and in the facts<br \/>\nand circumstances, it would be just and equitable to wind up the respondent company<br \/>\nunless the acts of oppression and mismanagement as complained of in the petition<br \/>\nare not brought to an end. On these allegations, the petitioner has sought appropriate<br \/>\nreliefs as set out in their prayer to the petition.\n<\/p>\n<p> 3. In the reply filed, the respondents have challenged the maintainability of the<br \/>\npetition on the ground that the same was barred by limitation. Further, it was alleged<br \/>\nthat the petitioner, in terms of MoU, having received the entire consideration towards the price of his total shareholding including the shareholding of his nominee,<br \/>\nhas no locus standi to file the petition. It has been further stated that the petitioner was<br \/>\nnot interested in the affairs of the respondent company and wanted to sell his shares<br \/>\nand also desired the personal guarantees given by him to be discharged so that he<br \/>\ncould withdraw from the company. The respondents not only paid the amount as<br \/>\nper the MoU for purchasing his shares, but have also borrowed money from various<br \/>\nsources so that the petitioner could be discharged from the guarantees given by him<br \/>\nto the Indian Overseas Bank. For the same purpose, the respondent company had to<br \/>\nincrease its authorised share capital from Rs. 25 lakhs, and the paid up share<br \/>\ncapital to Rs. 25,36,640 since the same was specifically called for by the Haryana Financial Corporation (HFC) from which loans were taken for payment to the bank. It<br \/>\nis alleged that these facts were within the knowledge of the petitioner as evident<br \/>\nfrom the letter dated 21.5.1991 written to the bank by the respondent company<br \/>\nsigned by both the petitioner and the second respondent. The allegation regarding<br \/>\nnon-sending of notices of the general or the Board of directors meetings was denied,<br \/>\nand it was asserted that notices were sent as per the requirements. So far as the inspection<br \/>\nof the records and the accounts was concerned,it was stated that no such request<br \/>\nhad come to the respondent from the petitioner and neither the power of attorney<br \/>\nin favour of the representative of the petitioner was made available to the respondents.<br \/>\nThere was no question of ousting the petitioner from the management, on<br \/>\nthe contrary, the petitioner himself had walked out and has filed this petition mala<br \/>\nfide with ulterior motive.\n<\/p>\n<p> 4. Petitioner has filed a rejoinder reiterating the averments made in the petition<br \/>\nand denying the allegation made in the reply filed by the respondents. It was denied<br \/>\nthat the full consideration for the shares was paid as per the MoU, and reiterated that<br \/>\nthe petitioner continues to remain a shareholder and a director. It was denied that the<br \/>\npetitioner himself withdrew from the respondent company as alleged, and it was<br \/>\nreiterated that he was ousted from the management by the respondents.\n<\/p>\n<p> 5. At the time of the hearing of the petition on 19.11.1999, on request of the petitioner,<br \/>\npermission was given to file additional affidavit after taking inspection of<br \/>\ndocuments filed by the company with RoC, as it was alleged that the said documents<br \/>\nwere filed only recently after notice of the petition. Thereafter, the petitioner<br \/>\nfiled an application (C.A. 116 of 2000) on 14.6.2000 stating inter alia that from the inspection<br \/>\nof records in the office of the Registrar of Companies, it was found from the<br \/>\nbalance sheet for the year 1996 that the respondent had entered into an agreement<br \/>\nwith one M\/s Capital Resorts (P) Ltd. For setting up a tourist resort on the factory<br \/>\nland of the respondent company at Udyog Vihar, Gurgaon, for which it received Rs.<br \/>\n16 lakhs, and thereafter, the balance sheet of the company for the year 1997 shows<br \/>\nthat the said plot has been sold\/transferred by the company to a third party. It was<br \/>\nstated that no notice was ever given to the petitioner regarding sale\/transfer of the<br \/>\nland\/building nor any notice or any meeting of the board or general meeting of the<br \/>\nshareholdings was received by the petitioner where such resolution was passed. All<br \/>\nthese transactions were done behind the back of the petitioner with the motive of<br \/>\ndefrauding the company and the petitioner who is the majority shareholder. It was<br \/>\nfurther stated that the respondents have shifted the plant and machinery to a new<br \/>\nfactory from where it is carrying on the business without giving any information to<br \/>\nthe petitioner.\n<\/p>\n<p> 6. In the reply to this application, respondents have inter alia stated that the property<br \/>\nwas sold after taking approval from the Board of directors and complying with<br \/>\nthe provisions of the Act as the company which was running at a loss had to make<br \/>\npayments to the bank and HFC. The sale consideration received from the sale of the<br \/>\nland, plant and machinery has been reflected in the books of accounts and has been<br \/>\npaid in discharge of liability towards HFC and the Indian Overseas Bank. It was denied<br \/>\nthat the plaint and machinery has been shifted to any new premises which was<br \/>\nacquired for the said purpose. It has been further stated that the plant and machinery<br \/>\nhad become junk and had been disposed of locally.\n<\/p>\n<p> 7. We have heard the learned counsel for the parties and have perused the record<br \/>\nof the case. On behalf of the petitioner, it was strongly urged, firstly, that the present<br \/>\nwas a classic case where a majority shareholder and Chairman of the Board of directors<br \/>\nhas been ousted from the management of the company by minority shareholders.<br \/>\nFurther, the oppression was manifest from the facts that the second respondent<br \/>\nallotted shares to his wife and son and additional shares to himself, behind the back<br \/>\nof the petitioner without the approval of the Board of directors and contrary to the<br \/>\nprovisions of the articles, when the respondent company was in the nature of a<br \/>\nquassi partnership. Support has been sought from the decision in the case of Pushpa Prabhudas<br \/>\nVora v. Voras Exclusive Tools (P) Ltd. (2000) 3 Comp LJ 271 (CLB) : 24 SCL 11<br \/>\n(CLB). Secondly, it has been contended that, assuming without admitting that any<br \/>\nmeeting of the Board or general meetings were held the respondents had deliberately<br \/>\ntried to keep the petitioner in the dark by sending notices under UPC receipts at a<br \/>\nDelhi address knowing fully well that the petitioner was residing at Bangkok. Seeking<br \/>\nsupport from the decision in the case of Kamal K. Dutta v. Ruby General Hospital<br \/>\nLimited (2000) 2 Comp LJ 289 (CLB) : 23 SCL 9 (CLB), it was contended that such notices,<br \/>\nif issued to the petitioner for Board and other meetings, could not be considered<br \/>\nas valid and binding; therefore, a case of oppression justifying grant of appropriate<br \/>\nreliefs under Section 402 of the Act was made out. Lastly, it was contended that<br \/>\noppression in this case is established beyond doubt where the entire land, building,<br \/>\nplant and machinery has been sold without notice to the petitioner who was the majority<br \/>\nshareholder and a director of the company.\n<\/p>\n<p> 8. Learned counsel for the respondents, on the other hand, has contended that the<br \/>\npetition is barred by limitation, or at any rate, by laches on the part of the petitioner,<br \/>\nas the allegation, regarding allotment of further shares and ouster from the management<br \/>\npertains to the years 1988 and 1991 respectively. Secondly, the petitioner having<br \/>\nbeen paid the full consideration for his shareholding, as per the MoU and the<br \/>\nbank guarantee given by him on behalf of the company having been discharged by<br \/>\nthe respondents, the petitioner has no locus standi to file the present petition, and the<br \/>\nsame is not maintainable. So far as the selling of the assets of the company was concerned,<br \/>\nthe same was, as per the resolution passed by the Board of directors, notice<br \/>\nfor which meetings and all earlier meetings were duly sent to the petitioner at his<br \/>\nrecorded address, but not being interested, the petitioner had not attended the same<br \/>\ndespite knowledge, nor raised any objection prior to the filing of the present petition.\n<\/p>\n<p> 9. We have carefully considered the respective submissions made by the parties.<br \/>\nAs regards the question of limitation raised by the respondents for the delay in filing<br \/>\nthe petition, we are of the view that the same is not legally tenable atleast in the facts<br \/>\nof the present case. It is noticed that the respondent company was a closely held private<br \/>\nlimited company where the parties were related. Some differences having arise,<br \/>\nthe petitioner and the second respondent who were the main shareholders had entered<br \/>\ninto a memorandum of understanding (MoU) dated 2.4.1991. It was agreed that<br \/>\nthe petitioner shall transfer his entire shareholding to the second respondent on receiving<br \/>\na consideration of Rs. 51,50,000 to be paid in five yearly instalments. It is admitted<br \/>\nby the petitioner in paragraph 6 of the rejoinder that in pursuance of the said<br \/>\nunderstanding, a total sum of Rs.23,43,750 has been received and a balance of Rs.<br \/>\n30,31,250 still remains to be paid. Along with the rejoinder, the petitioner has filed<br \/>\ncopies of the letters sent by the second respondent till the year 1994 promising to<br \/>\nmake the payment of the balance amount in instalments and expressing regrets for<br \/>\nnot complying with the payment schedule. Letter from the bank dated 24.10.1996 has<br \/>\nalso been filed by the petitioner to show that even till that date, the question of discharging<br \/>\nthe guarantee given by the petitioner to the said bank had not been sorted<br \/>\nout by the second respondent as per the MoU. In such a situation and taking into<br \/>\nconsideration the close relationship of the parties, it was natural on the part of the<br \/>\npetitioner not to rush and file the petition, specially when he was an NRI residing at<br \/>\nBangkok. That apart, it will be observed that one of the grounds raised by the petitioner<br \/>\nalleging oppression is the fact that the respondents have sold the factory, land,<br \/>\nplant and machinery behind the back of the petitioner, during the period 1998-1999.<br \/>\nTaking this fact into consideration and further that the petition was filed on 20.4.1999,<br \/>\nit cannot be said that the same was barred by limitation or latches on the part of the<br \/>\npetitioner.\n<\/p>\n<p> 10. The respondents have submitted that the petition was not maintainable as the<br \/>\npetitioner had no locus standi to file the petition after receiving the full consideration<br \/>\nof the shares as fixed in the MoU dated 2.4.1991. We are not impressed with this<br \/>\nsubmission for the reason, firstly, that the respondent company was not a party to<br \/>\nthe MoU which was only between the petitioner and the second respondent. Secondly,<br \/>\nthe respondents have failed to bring any document to our notice showing that<br \/>\nthe entire consideration for the transfer of the shares as mentioned in the MoU had<br \/>\nbeen paid to the petitioner. On the contrary, even the balance sheet of the year ending<br \/>\nMarch, 2000, filed by the respondents along with other documents as per our order<br \/>\ndated 22.12.2000 discloses that the petitioner was shown as NRI shareholder even<br \/>\non that date. Prima facie, it is difficult to believe that the second respondent would not<br \/>\ninsist for transfer of the shares in his favour if the full consideration for the same had<br \/>\nbeen paid to the petitioner and would permit the petitioner&#8217;s name to be continued<br \/>\nin the register of members of the respondent company. We, therefore, do not find any<br \/>\nmerit in this submission either.\n<\/p>\n<p> 11. On behalf of the petitioner, one of the main grounds raised alleging oppression<br \/>\nis on account of the fact that additional shares were allotted to the second respondent<br \/>\nas well as his wife and son behind the back of the petitioner, without notice<br \/>\nto him and without any resolution being passed to that effect by the Board of directors.<br \/>\nAccording to the petitioners, these allotments were made sometime in the year<br \/>\n1988. In the reply to the petition filed by the respondents, they have annexed as annexure<br \/>\nR-1 copy of the minutes of a meeting of the Board of directors held on<br \/>\n21.5.1991 which was chaired by the petitioner. The minutes of the said meeting discloses<br \/>\nthat it was unanimously resolved to appoint Mr. Sanjeev Arora and Mrs. Darshan<br \/>\nArora (son and wife of the second respondent) as directors of the company and<br \/>\nthe second respondent was authorised to file the necessary papers in regard thereof<br \/>\nwith the Registrar of Companies. The petitioner in his rejoinder affidavit has not disputed<br \/>\nthe authenticity of these minutes. That apart, in the petition, it has bene admitted<br \/>\nthat the petitioner had attended meetings of the Board till 2.4.1991, and thereafter<br \/>\nhad not received any notices of the board meetings since the allotment of the<br \/>\nshares were made in the year 1988, and the son and wife of the petitioner were appointed<br \/>\nas directors on 21.5.1991, it can be presumed the petitioner has full knowledge<br \/>\nof the same and had not objected to the issue of additional shares or the appointment<br \/>\nof the said directors on the board. It is noteworthy that it is not the case of<br \/>\nthe petitioner that by the allotment of additional shares to the group of the second<br \/>\nrespondent, the petitioner has bene reduced to a minority. According to him, he still<br \/>\nheld 67% of the shares of the respondent company alongwith his nominee. The respondents<br \/>\nwere justifying the increase in the share capital of the company, as the<br \/>\ncompany needed funds to discharge the loan of the bank and the HFC was insisting<br \/>\nthat the company increase its share capital. There is no effective reply to the same by<br \/>\nthe petitioner. It is well settled that increase in the share capital of the company, if the<br \/>\nsame is bona fide, required in the interest of the company cannot be considered to be<br \/>\nan act of oppression even though the same might give some advantage to a particular<br \/>\ngroup.\n<\/p>\n<p> 12. As regards the decision in the case of Pushpa P. Vora (2000) 3 Comp LJ 271<br \/>\n(CLB), the same will be of no help to the petitioner as in the said case the petitioners<br \/>\nand the respondent had equality in shareholding, but by the issue of further shares,<br \/>\nthe petitioners were reduced to a minority. Such is not the case here. We are consequently<br \/>\nof the view that the allotment of further shares to the second respondent, his<br \/>\nwife and son will not amount to an act of oppression in the facts of the present case<br \/>\nwhere the petitioner continued to remain a majority shareholder and raised no objection<br \/>\neven after getting knowledge of the said allotment. Besides, increase of share<br \/>\ncapital, it cannot be doubted, was in the interest of the company, as loans were required<br \/>\nto be taken to satisfy the dues of the bank and to discharge the guarantees<br \/>\ngiven by the petitioner.\n<\/p>\n<p> 13. The petitioner has next contended that though he was the majority shareholder<br \/>\nand one of the promoter directors of the company, he was ousted from the<br \/>\nmanagement by the second respondent, and has also been denied the basic rights of a<br \/>\nshareholder. Though the respondents have denied the said allegation, they have not<br \/>\nfiled any documents like postal receipts, dispatch registers, etc., to show that notices<br \/>\nof the Board meetings and the general meetings were being duly sent to the petitioner<br \/>\neven after 2.4.1991 or that he had attended any meetings after 25.5.1991. Only<br \/>\nin the reply filed to the application CA 116 of 2000 by which the petitioner was seeking<br \/>\nsome interim order that the respondents have filed photostat copies of UPCs<br \/>\nshowing that notices pertaining to the Board meetings dated 14.10.1996, 31.10.1996<br \/>\nand 5.11.1996 were sent to the petitioner. The said certificates show that they were<br \/>\naddressed to the petitioner at an address at New Delhi. The fact that the petitioner<br \/>\nwas residing at Bangkok was not seriously disputed. As a matter of fact, the petitioner<br \/>\nhas filed copies of letters and fax messages from the second respondent to the<br \/>\npetitioner addressed to him at Bangkok. Under the circumstances there appears to be<br \/>\nsubstance in the contention of the petitioner that the said notices assuming that they<br \/>\nwere sent, were deliberately sent at an address of the petitioner at Delhi knowing<br \/>\nfully well he was not residing there. In the case of Kamal K. Dutta (2000) 2 Comp LJ<br \/>\n289 (CLB), supra, it has been held that where notices have been issued to an address<br \/>\nof the petitioner in India while the respondents would be aware that the petitioner<br \/>\nresided in USA, the notice issued to the petitioner could not be considered to be valid<br \/>\nnotices and binding; therefore, a case of oppression, justifying grant of appropriate<br \/>\nrelief under Section 402 of the Act, was made out. Following the said decision, we<br \/>\nare, therefore, of the view that a case of oppression against the petitioner has been<br \/>\nmade out in the facts of the present case as the respondent were not justified in<br \/>\nsending notice regarding such important Board meetings as that of disposing of the<br \/>\nfactory, land, plant and machinery of the respondent company by sending notices to<br \/>\na place where the petitioner who was the majority shareholder was not residing and<br \/>\ntaking a decision in his absence regarding such a crucial matter.\n<\/p>\n<p> 14. Normally, after coming to these findings we could have allowed this petition<br \/>\nand granted appropriate relief to the petitioner. However, we find that by doing so,<br \/>\nwe would only be passing an academic order, as the balance sheets of the relevant<br \/>\nyears filed by the respondent discloses that the factory, land, plant and machinery of<br \/>\nthe respondent company has already been sold out and the company is neither functioning,<br \/>\nnor has it any fixed assets worth the name. The respondents have justified<br \/>\ntheir actions on the ground that the company was running in losses, and that they<br \/>\nhad to discharge the loan obtained from the HFC and the Indian Overseas Bank. By<br \/>\nour order dated 22.12.2000, we had directed the respondent to file copies of the balance<br \/>\nsheet pertaining to the years 1989-90 and 1995 and 1998. The respondents have<br \/>\nfiled the balance sheets, the auditor&#8217;s report and the director&#8217;s report for the relevant<br \/>\nperiods as well the period upto 31.3.2000. From the audited balance sheet filed by the<br \/>\nrespondents, it would be evident that they have discharged the total outstanding of<br \/>\nHFC as well as the Indian Overseas Bank to the extent of over Rs. 52 lakhs, and there<br \/>\nare no liabilities remaining on the company as regards the secured loans. A certificate<br \/>\nto that effect has been given by the bank and HFC which is a part of the documents<br \/>\nfiled by the respondents. As the factory, land, plant, and machinery of the respondent<br \/>\ncompany have been sold, and as evident from the balance sheet that the payments<br \/>\nhave been made to discharge the liabilities of the company, it will serve no<br \/>\nuseful purpose in passing any orders in terms of Section 402 of the Act. That apart, it<br \/>\ncannot be lost sight of that as against the claim of the respondents that they had paid<br \/>\nfull amount as per the MoU; on his own admission, the petitioner has received a<br \/>\nsum of Rs. 23,43,750 from the respondents as part consideration for transfer of shares<br \/>\nas per the MoU, when the investment of the petitioner in shares of the respondent<br \/>\ncompany was about Rs. 9,88,240 only. As a matter of fact, we had also put to the<br \/>\ncompany as it stood at present by buying out the shares of the second respondents<br \/>\ngroup, but the petitioner was not prepared for the same, obviously, because there<br \/>\nwas nothing left in the respondent company.\n<\/p>\n<p> 15. In view of the above position, we are not inclined to exercise our equitable<br \/>\njurisdiction and to grant any of the prayers sought by the petitioner. However, as the<br \/>\nrespondent company has not been dissolved or wound up, therefore, we direct the<br \/>\nrespondents to send all notices of the Board and the general body meetings to the<br \/>\npetitioner by registered post atleast three weeks before the said meetings at both the<br \/>\naddresses of the petitioner at Delhi and Bangkok. The petition accordingly, stands<br \/>\ndisposed of. Cost on parties.<\/p>\n","protected":false},"excerpt":{"rendered":"<p>Company Law Board Shiv Nath Rai Bajaj vs Nafabs India (P) Limited And Anr. on 24 September, 2001 Equivalent citations: 2002 108 CompCas 642 CLB Author: A Banerji ORDER A.K. Banerji, J. 1. Shiv Nath Rai Bajaj, the petitioner herein, has filed this petition under Section 397\/398 of the Companies Act, 1956, (the Act) alleging [&hellip;]<\/p>\n","protected":false},"author":1,"featured_media":0,"comment_status":"open","ping_status":"open","sticky":false,"template":"","format":"standard","meta":{"_lmt_disableupdate":"","_lmt_disable":"","_jetpack_memberships_contains_paid_content":false,"footnotes":""},"categories":[1],"tags":[],"class_list":["post-213742","post","type-post","status-publish","format-standard","hentry","category-judgements"],"yoast_head":"<!-- This site is optimized with the Yoast SEO plugin v27.3 - https:\/\/yoast.com\/product\/yoast-seo-wordpress\/ -->\n<title>Shiv Nath Rai Bajaj vs Nafabs India (P) Limited And Anr. on 24 September, 2001 - Free Judgements of Supreme Court &amp; High Court | Legal India<\/title>\n<meta name=\"robots\" content=\"index, follow, max-snippet:-1, max-image-preview:large, max-video-preview:-1\" \/>\n<link rel=\"canonical\" href=\"https:\/\/www.legalindia.com\/judgments\/shiv-nath-rai-bajaj-vs-nafabs-india-p-limited-and-anr-on-24-september-2001\" \/>\n<meta property=\"og:locale\" content=\"en_US\" \/>\n<meta property=\"og:type\" content=\"article\" \/>\n<meta property=\"og:title\" content=\"Shiv Nath Rai Bajaj vs Nafabs India (P) Limited And Anr. on 24 September, 2001 - Free Judgements of Supreme Court &amp; 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