{"id":51937,"date":"2002-03-04T00:00:00","date_gmt":"2002-03-03T18:30:00","guid":{"rendered":"https:\/\/www.legalindia.com\/judgments\/brij-mohan-bansal-vs-bansal-gems-pvt-ltd-shri-on-4-march-2002"},"modified":"2015-11-03T08:08:53","modified_gmt":"2015-11-03T02:38:53","slug":"brij-mohan-bansal-vs-bansal-gems-pvt-ltd-shri-on-4-march-2002","status":"publish","type":"post","link":"https:\/\/www.legalindia.com\/judgments\/brij-mohan-bansal-vs-bansal-gems-pvt-ltd-shri-on-4-march-2002","title":{"rendered":"Brij Mohan Bansal vs Bansal Gems Pvt. Ltd., Shri &#8230; on 4 March, 2002"},"content":{"rendered":"<div class=\"docsource_main\">Company Law Board<\/div>\n<div class=\"doc_title\">Brij Mohan Bansal vs Bansal Gems Pvt. Ltd., Shri &#8230; on 4 March, 2002<\/div>\n<div class=\"doc_bench\">Bench: A Banerji, S Balasubramanian<\/div>\n<\/p>\n<pre><\/pre>\n<p>ORDER <\/p>\n<p> A.K. Banerji   <\/p>\n<p> 1. By means of this petition filed under Section 397 and 398 of the No.<br \/>\nCompanies Act 1956 (the Act) the petitioner has alleged acts of<br \/>\noppression and mismanagement against the respondents and has<br \/>\nsought appropriate reliefs.\n<\/p>\n<p> 2. Briefly stated, the case of the petitioner as set out in the petition is<br \/>\nthat M\/s Bansal Gems Pvt. Ltd. (respondent No. 1) was<br \/>\nincorporated on 15.10.1988 with an authorised capital of Rs. 5<br \/>\nlacs and a paid up capital of Rs. 10,000 only. The company was<br \/>\npromoted by the petitioner and the respondent No. 2, both brother,<br \/>\nwho are the permanent directors of the company with equal equity<br \/>\nparticipation with the object of export of jewels and precious<br \/>\nstones. Both of the promoters subscribed one equity shares each<br \/>\nin the company in the Memorandum of Association and<br \/>\nsubsequently on allotment, both held 50 equity shares each in the<br \/>\ncompany. The petitioner and the respondent No. 2 were the only<br \/>\nshareholders, permanent directors participating in the<br \/>\nmanagement of the company, as a quasi partnership. In May 1995<br \/>\nthe respondent No. filed a partition suit against the petitioner<br \/>\nrelating to family properties and the relations between them<br \/>\nbecame strained. Taking advantage of his position as Managing<br \/>\nDirector and in control of the affairs of the company, the<br \/>\nrespondent No. 2 manipulated the records of the company by<br \/>\nfabricating the minute books of the Board of Directors and<br \/>\nGeneral Meetings, and shifted the Registered Office of the<br \/>\nrespondent company from Chittorgarh to Jaipur without the<br \/>\nknowledge and consent of the petitioner who was the only other<br \/>\nDirector and shareholder of the company. He also allegedly<br \/>\nallotted 50 equity shares of Rs. 100 each at par to the respondent<br \/>\nNo. 3 on 10.9.1992 as evident from the Form No. 2 dated 8.10.92<br \/>\nclandestinely without the consent and approval of the petitioner<br \/>\nand also appointed the said respondent No. 3 as an additional<br \/>\ndirector. Again on 06.6.1994, 50 equity shares were allotted at<br \/>\npar to respondent No. 4 who was the wife of the respondent No. 2,<br \/>\nand also appointed her as an Additional Director of the Company<br \/>\nas evident from the Form No. 32 dated 14.6.1994. The petitioner<br \/>\nnever received any notices of the Board Meetings allegedly held<br \/>\non 28.5.1994 and 6.6.94 and apprehend that the said minutes have<br \/>\nbeen fabricated by the respondents. By alloting the shares as<br \/>\nstated above, the respondent No. 2 has reduced the share holding<br \/>\nof the petitioner from 50% to 25% thereby he has become a<br \/>\nminority shareholder and is also in minority on the board of<br \/>\ndirectors. The respondent No. 2 has indulged in large scale<br \/>\nfalsification and fabrication of the records of the company and has<br \/>\neven forged the signatures of the petitioner on the annual return filed with the Registrar of Companies by the respondent No. 2 on<br \/>\nor about 19.11.1992. The petitioner has been excluded from the<br \/>\nmanagement of the company despite the fact that he was one of<br \/>\nthe promoters and permanent director of the company. The<br \/>\nrespondent No. 2 has established a proprietary concern in the name<br \/>\nand style of HNB Exports on or about the month of Jan 1993 and<br \/>\nstarted diverting the customers, business and profits of the said<br \/>\nrespondent company to the said concern which is operating from<br \/>\nthe same premises were the registered office of the company is<br \/>\nlocated. This competitive business is detrimental to the interest of<br \/>\nthe company, the profits of which has been substantially reduced<br \/>\nto a minimum and the export business of the company have dried<br \/>\nup. The respondent company has also advance loans of about<br \/>\nRs. 14.5 lakhs to the said firm of the respondent No. 2 during the<br \/>\nyear ending 31.3.1994 and 1995 and the said firm has been shown<br \/>\nas a debtor of the respondent company. In view of the<br \/>\nmisconduct of the respondent No. 2 who has taken over the<br \/>\ncompany in his exclusive management and eroded its resources,<br \/>\nthe petitioner had no option but to file CP No. 14\/1995 before the<br \/>\nRajasthan High Court for winding up of the company under Section<br \/>\n433(f) of the Act. The respondent raised the question of<br \/>\nmaintainability of the petition on the ground that the remedy lay<br \/>\nbefore this Board under Section 397\/398 of the Act, consequently<br \/>\nthe petitioner withdrew the winding up the petition seeking<br \/>\npermission to approach this Board. The respondents are guilty<br \/>\nof fraudulent conduct which is wrongful, burdensome and harsh<br \/>\nvis-a-vis the petitioner. The facts constituting acts of oppression<br \/>\njustify winding up of the company on just and equitable grounds,<br \/>\nhowever, as winding up would unfairly prejudice the petitioner,<br \/>\nhe has prayed for appropriate orders under Sections 397, 398, 402, 403 No.<br \/>\nand 406 of the Act for redressal of the acts of oppression and<br \/>\nmismanagement set out above and No. has inter-alia prayed that the<br \/>\nBoard of Directors be reconstituted with petitioner and the<br \/>\nrespondent No. 2 only and the two other directors be removed<br \/>\nfrom their office of directorship and the allotment of the 50<br \/>\nequity shares each to respondent No. 3 and 4 be declared as No. illegal<br \/>\nnull and void and non-est. It has also been prayed that<br \/>\ninvestigation be ordered into the affairs of the respondent<br \/>\ncompany and HNB Exports to ascertain siphoning of funds and<br \/>\nacts of mismanagement by respondent No. 2. Apart from the said<br \/>\nreliefs, other consequential reliefs have also been claimed.\n<\/p>\n<p> 3. Initiating arguments on behalf of the petitioner, Shri U.P. Mathur,<br \/>\nlearned counsel for the petitioner submitted that the respondent<br \/>\ncompany was a family company promoted by two brothers<br \/>\n(petitioner and respondent No. 2) who were the only shareholders<br \/>\nand permanent directors of the company which was in the nature<br \/>\nof a quasi partnership,. right from the time of its incorporation.<br \/>\nThere was equal shareholding and equal representation on the<br \/>\nBoard and the management of the company was carried on jointly.<br \/>\nThe registered office of the company was at Chittorgarh where the<br \/>\npetitioner resided. The respondent No. 2, with oblique, motive,<br \/>\nclandestinely, without the consent of the petitioner and by<br \/>\nmanipulation of the records shifted the registered office to Jaipur<br \/>\nwere respondent No. 2 resided and thereafter to exclude the<br \/>\npetitioner from the management of the company and to reduce<br \/>\nhim to a minority, first allotted 50 shares to the respondent No. 3<br \/>\nand subsequently allotted 50 shares to respondent No. 4 who was<br \/>\nthe wife of the respondent No. 2 and also made them directors of<br \/>\nthe respondent company. The petitioner therefore was reduced<br \/>\nfrom a 50% shareholder to 25% shareholder and also in minority<br \/>\nin the Board. All this was done malafide with the motive to take<br \/>\ncontrol of the respondent company. For this purpose the<br \/>\nrespondent No. 2 fabricated the records and also forged the<br \/>\nsignature of the petitioner where required and submitted false<br \/>\nreturns before the Registrar of Companies. In fact no such Board<br \/>\nMeetings as alleged had taken place. All minutes copies of<br \/>\nwhich have been filed by the respondent as per the directions of<br \/>\nthis Bench, are in the same handwriting and appears to have been<br \/>\nwritten at the same time. The records been fabricated to<br \/>\nshow as if the petitioner was present in the Board Meetings. It is<br \/>\nevident from the facts that the conduct of the respondent No. 2<br \/>\nagainst the petitioner is grossly oppressive and lacking in probity<br \/>\nfairness and against the spirit of partnership. Mismanagement is<br \/>\nevident from the fact that the respondent company which was<br \/>\nrunning in profits and had good export earnings is now making<br \/>\nonly nominal profits through local sales and the export orders<br \/>\nhave either dried up or all been routed through the proprietorship<br \/>\nconcern of the respondent No. 2. In these circumstances, it has<br \/>\nbeen contended that the prayers made in this petition be allowed<br \/>\nto put the affairs complained of to an end.\n<\/p>\n<p> 4. Manmohan Bansal (respondent No. 2) who appeared in person<br \/>\nbefore us has on the other hand submitted that the present petition<br \/>\nhas been filed as a counter blast to the partition suit filed by him<br \/>\nfiled as a counter blast to the partition suit filed by him<br \/>\nin the year 1995. The petitioner himself has admitted that till the<br \/>\nfiling of the suit in May 1995, the relations between the parties<br \/>\nwere cordial. The registered office of the respondent company<br \/>\nwas shifted to Jaipur in July, 1992 much before the relation<br \/>\nbetween the parties became strained. The requisite forms were<br \/>\nfiled with the Registrar of Companies on 5th Aug. 1992 and the<br \/>\npetitioner was fully aware of the same as he was present in all the<br \/>\nmeetings. So far as the allotment of shares was concerned 50<br \/>\nshares were allotted to Smt. Lad Kanwar (respondent No. 3) who<br \/>\nwas none other but the mother of the petitioner on 10.9.92 and 50<br \/>\nshares were allotted to respondent No. 4 Smt. Kamla (wife of the<br \/>\nrespondent No. 2) on 6.6.1994. In both these meetings, the<br \/>\npetitioner was present and the shares were allotted with his<br \/>\nconsent. As a matter of fact, the petitioner signed the annual<br \/>\nreturn as on 30.9.1992 which return shows the allotment of shares<br \/>\nto the respondent No. 3 and her appointment as director. Despite<br \/>\nthis fact disclosed in the reply of the respondent the winding<br \/>\nup petition, the petitioner did not dispute the signing of the<br \/>\nannual of the shares in the said petition. It has been contended<br \/>\nthat Form No. 2 in respect of the allotment of shares to the<br \/>\nrespondent No. 3 and respondent No. 4 have been duly filed with the<br \/>\nROC on 9.10.1992 and 23.6.1994 respectively and therefore a<br \/>\npresumption can be drawn under Sections 194, 195 and 75 of the No.<br \/>\nCompanies Act that the same were properly done and the<br \/>\npetitioner not having challenged the said allotment at the point of<br \/>\ntime is estopped from challenging the same now. The petitioner<br \/>\nhimself has filed as annexure &#8216;K&#8217; to the present petition the annual<br \/>\nreturn dated 9.10.1992 which bore his signatures and wherein the<br \/>\nallotment of shares to respondent No. 3 was mentioned. As<br \/>\nregards the contention that the shares alloted to respondents 3 and<br \/>\n4 were alloted at par though the price of the shares would be<br \/>\nmany times more, the respondent No. 2 has referred to the case of<br \/>\nthe Needle Industries (AIR 1981 SC 1298) and contended that the<br \/>\ndirectors have power to issue shares at par. Besides this was a<br \/>\nfamily company and the shares were issued to the mother and the<br \/>\nsister-in-law of the petitioner that too with his consent in a Board<br \/>\nMeeting where the petitioner was present.\n<\/p>\n<p> 5. It was also contended that the respondents 3 and 4 were appointed<br \/>\ndirectors with the consent and knowledge of the petitioner. The<br \/>\nappointments were valid and proper and the required form No. 32<br \/>\nwere duly filed with the Registrar of Companies and is also<br \/>\nsupported from the corresponding resolutions in the minute book,<br \/>\ncopies of which have been filed and are on the record. In this case<br \/>\nalso presumption under Sections 194, 195 and 75 of the Act can be<br \/>\ndrawn in favour of the said appointments and the petitioner is<br \/>\nestopped from challenging the same. By the said appointments<br \/>\nthere has been no violation of any of the Articles and Section 257<br \/>\nof the Act was not applicable to private limited companies.<br \/>\nReferring to the case of  Shri Ram Vilas Press v. K. Meenakshi<br \/>\n(1992) 73 Comp. Cases 275  it was contended that unless the<br \/>\nArticles so required the company was not bound to inform its<br \/>\nmembers about candidature of a person for directorship at a<br \/>\ngeneral meeting and the proposal could begin straightaway at the<br \/>\nmeeting itself.\n<\/p>\n<p> 6. As regards the reduction of the shareholding of the petitioner it<br \/>\nwas contended that the company has a right to allot the remaining<br \/>\nof the authorised share capital and had rightly allotted 50 shares<br \/>\neach to the respondents 3 and 4 and in doing so there was no<br \/>\nviolation of the provisions of the Articles of Association. Besides<br \/>\nthe shares were allotted with the consent of the petitioner and the<br \/>\nvery fact that he did not challenge the allotment earlier and even<br \/>\nin the winding up proceedings it goes to show that the present<br \/>\nobjection is an after thought and motivated. Denying the<br \/>\nallegations of the petitioner that his signatures were forged in the<br \/>\nannual return filed with the ROC in the year 1992 and certain<br \/>\nother documents it was contended that the same was without any<br \/>\nbasis and the respondents had already filed an application in the<br \/>\npresent proceedings in the month of July, 1997 to get the<br \/>\nsignatures examined by a competent handwriting expert.\n<\/p>\n<p> 7. As regards the allegation regarding competitive business carried<br \/>\non by the respondent No. 2 in the name and style of M\/s H.N.B.<br \/>\nExports it was contended that the said business was not a<br \/>\ncompetitive business and was started only after a resolution was<br \/>\nadopted in the meeting of the Board of Directors on 24.2.1992 in<br \/>\nwhich the petitioner was present. Attention was also drawn to the<br \/>\nannexure R-14 of the reply which was a letter of the petitioner<br \/>\ndated 10.11.1991 by which the petitioner had given his consent<br \/>\nabout the starting of a personal business by the respondent No. 2.\n<\/p>\n<p> 8. As regards the allegation regarding mismanagement it was<br \/>\ncontended that the company did not suffer in any manner by the<br \/>\nshifting of the registered office, allotment of shares or<br \/>\nappointment of directors or by carrying on the personal business<br \/>\nof the respondent No. 2. The company suffered due to the non<br \/>\ncooperation of the petitioner as well as by the other brother<br \/>\nnamely Shri C.M. Bansal to whom the goods were being<br \/>\nexported earlier and who had stopped giving orders. In fact the<br \/>\npetitioner ceased to attend the meeting of the Board of directors<br \/>\nafter 13.12.1994 despite notices sent to him thereby incurring the<br \/>\ndisqualification to hold office of director under Section 283(1)(g)<br \/>\nof the Act. All the notices of the meeting were sent under UPC<br \/>\nas provided under Section 53 of the Act and three letters were sent<br \/>\nby Registered. Post all of which has been denied by the petitioner<br \/>\nwith ulterior motive.\n<\/p>\n<p> 9. We have heard the parties and have perused the pleadings. In<br \/>\nview of the close relationship between the parties we had<br \/>\nsuggested that the dispute may be settled amicably by them, but<br \/>\ndespite sufficient time being granted on request, the parties failed<br \/>\nto arrive at a settlement consequently we heard the case on merits.<br \/>\nAdmittedly this company was promoted by the two brothers and<br \/>\nthe only business of the company was to export jewels and<br \/>\nprecious stones to a business house at Germany which was being<br \/>\nrun by another brother namely C.M. Bansal. Initially only the<br \/>\ntwo brothers were the promoter directors and subsequently when<br \/>\nthe impugned shares were allotted that was to the respondent No. 3<br \/>\nwho was the mother of the contesting parties and the respondent<br \/>\nNo. 4 who was the wife of the respondent No. 2. Thus it is clear<br \/>\nthat inspite of the corporate status, the company was being<br \/>\nmanaged as a family company in the garb of a quasi partnership,<br \/>\nas also evident from the copies of the correspondence filed by the<br \/>\nrespondent No. 2 alongwith the reply to this petition. In a family<br \/>\ncompany of this nature wherein there had been equal shareholding<br \/>\nbetween the two groups right from the incorporation any change<br \/>\nin the shareholding parity, it has been repeatedly held, without<br \/>\nmutual agreement is definitely an act of oppression meriting<br \/>\nwinding up of the company on just and equitable considerations.<br \/>\nIn fact as noticed in the present case the crux of the contention of<br \/>\nthe learned counsel for the petitioner is to this effect. Similarly,<br \/>\nwhere there is equal participation in the management by two<br \/>\ndirectors and where appointment of additional directors from one<br \/>\ngroup the equality in participation in the management has been<br \/>\ndisturbed, it has been held that the same amounts to oppression.<br \/>\nHere, however, the contention of the respondents is that the<br \/>\nallotments were made to the mother and sister-in-law of the<br \/>\npetitioners with his consent and knowledge and he was a party to<br \/>\nthe same. In pursuance of our order dated 8.2.99 the respondents<br \/>\nhave produced the original and have filed the photocopy of the<br \/>\nminute book of the Directors Meetings, the attendance register as<br \/>\nwell as the minute book of the General Meetings alongwith the<br \/>\nphotocopy of the notices of the meetings including the agendas<br \/>\nwhich goes to show that the meeting of the Board of Directors as<br \/>\nwell as the General Meetings had taken place from time to time<br \/>\nand till the year 1994 the petitioner had participated in those<br \/>\nmeetings. Though the minutes appeared to have been written by<br \/>\nthe same person as the handwriting appeared to be similar yet in a<br \/>\nsmall family company comprising only of two shareholders<br \/>\ninitially and thereafter four shareholders, established with an<br \/>\nauthorised capital of Rs. 5 lakhs only, no exception can be taken<br \/>\nfor the minutes being written by one and the same person. From<br \/>\nthe photocopy of the postal receipts which have been filed it is<br \/>\nevident that the notices were duly sent to the shareholders<br \/>\nincluding the petitioner. The petitioner has only made a bald<br \/>\nstatement that the notices and the postal certificates have been<br \/>\nfabricated, however, in the absence of any evidence from the side<br \/>\nof the petitioner in rebuttal we are unable to accept the case of the<br \/>\npetitioner with regards to the same.\n<\/p>\n<p> 10. There is another aspect of the matter. In paragraph 6.3 of the<br \/>\npetition it has been stated that the relation between the two<br \/>\nbrothers, viz. petitioner and respondent No. 2 became strained<br \/>\nwhen the respondent No. 2 filed a suit No. 11 of 1995 in the Civil<br \/>\nCourt at Chittorgarh against the petitioner relating to family<br \/>\nproperty and thereafter the mutual confidence had been breached<br \/>\nby the said respondent who had acted in a systematic and planned<br \/>\nmanner with the active support of the respondent No. 3 and 4 to<br \/>\noust the petitioner from the management of the affairs of the<br \/>\ncompany. Similarly in paragraph 10 of the rejoinder it has been<br \/>\nstated thus;\n<\/p>\n<p>   &#8220;Subsequently due to strained relations developed in 1995<br \/>\nbetween the petitioner and respondent No. 2 the respondent<br \/>\nNo. 2 planned to oust the petitioner, his younger brother<br \/>\nfrom the respondent company, allotted shares to his wife<br \/>\nand the mother by fabricating the records and also<br \/>\ninducted them in the Board of Directors&#8221;.\n<\/p>\n<p> Obviously therefore, the relations between the parties were not<br \/>\nbad till atleast May 1995. If this was the situation it was<br \/>\ninconceivable that the respondent No. 2 would transfer the<br \/>\nRegistered Office from Chittorgarh to Jaipur in the year 1992 and<br \/>\nwould be holding meetings of the Board of Directors and the<br \/>\nGeneral Meetings without the petitioner having any knowledge of<br \/>\nthe same. The respondent has filed copy of the form No. 23 and 18<br \/>\nfor change of the registered office with effect from 9.7.92 and the<br \/>\ncorresponding Board resolutions in respect of the said change.<br \/>\nSimilarly with regards to the allotment of shares made in favour<br \/>\nof respondents 3 and 4, the copies of the relevant form No. 2 filed<br \/>\nwith the ROC on 9.10.92 and 23.6.94 respectively are on the<br \/>\nrecord. These contemporaneous documents support the case of<br \/>\nthe respondent that there was no fabrication or manipulation in<br \/>\nrespect of the records so far as the change of the Registered.<br \/>\nOffice or the allotment of shares and the appointment of<br \/>\nadditional directors were concerned. The annual return as on<br \/>\n30.9.92 copy of which is on record as Annexure K to the petition<br \/>\nshows that the same was signed by the petitioner wherein the 50<br \/>\nshares allotted to the respondent No. 3 has been disclosed. Copies<br \/>\nof Form No. 32 in respect of the appointment of additional<br \/>\ndirectors namely, respondent 3 and 4 are also on the record. In the<br \/>\nabsence of any cogent evidence from the side of the petitioner we<br \/>\nare unable to accept the case of the petitioner that these<br \/>\ndocuments have been fabricated or manipulated to oust the<br \/>\npetitioner from the management.\n<\/p>\n<p> 11. That apart in proceedings under Section 397\/398 the conduct of the<br \/>\nparties is a relevant consideration. The petitioner&#8217;s case is that he<br \/>\nalong with the respondent No. 2 signed the last annual return upto<br \/>\n25.9.91 and balance sheet as at 31.3.92 but thereafter he was not<br \/>\nissued notices of Board Meetings and had no knowledge<br \/>\nregarding the allotment of additional shares till 1992 he was<br \/>\nattending the Board Meetings but thereafter he was not issued<br \/>\nnotices and had no knowledge regarding the allotment of<br \/>\nadditional shares to the respondents 3 and 4 and about their being<br \/>\nmade additional directors. Being 50% shareholder and having<br \/>\nequal representation in the board if his claim is that he had not<br \/>\nattended any Board Meetings after 31.3.1992 for want of notice<br \/>\nthere is nothing on record to show that he had at any time raised<br \/>\nthe issue with the respondent directors. Being a person involved<br \/>\nin business he should be aware of the statutory provisions relating<br \/>\nto holding of Board Meetings and General Body Meetings.<br \/>\nApparently the petitioner did not consider it necessary to find out<br \/>\nwhat was happening in the company and why the meetings were<br \/>\nnot being held. It is unbelievable that the petitioner will keep<br \/>\nsilent for over three years and not try to find out why the meetings<br \/>\nwere not being held. Therefore, there does appear force in the<br \/>\nsubmission made by the respondent that the petitioner was aware<br \/>\nof what was happening in the company and he was a party to the<br \/>\nallotment of shares.\n<\/p>\n<p> 12. As regards the allegation of the petitioner that the respondent No. 2<br \/>\nis running a competitive business as HNB Exports, we find that<br \/>\nalongwith the reply the respondents have annexed as annexure R-<br \/>\n14 a letter dated 10-11-91 by the petitioner to the respondent No. 2<br \/>\nwhere he has given certain proposals for increasing the<br \/>\nremuneration of the respondent No. 2 and one of the said proposal<br \/>\nwas of opening a personal firm by respondent No. 2 and the third<br \/>\nbrother namely C.M. Bansal could purchase part of his imports<br \/>\nthrough such firm so as to give the respondent No. 2 tax free<br \/>\nincome and further the company could help the firm in case<br \/>\nrequired. Alongwith documents Annexure R-12 filed collectively<br \/>\nthe respondent has annexed a copy of the minutes of the Board<br \/>\nMeeting dated 24.2.1992 attended by the petitioner and the<br \/>\nrespondent No. 2 wherein one of the resolutions passed is as<br \/>\nfollows:\n<\/p>\n<p>   &#8220;Resolved that Director M.M. Bansal may start his own<br \/>\npersonal business and may carry out from this premises<br \/>\nonly, company may provide time to time help required by<br \/>\nhim.&#8221;\n<\/p>\n<p> In the rejoinder filed to the reply the petitioner has not denied<br \/>\nhaving written the letter dated 10.11.1991 or specifically denied<br \/>\nthe above noted resolution being passed in the above noted Board<br \/>\nMeeting. In view of the same we are not inclined to accept the<br \/>\ncontention of the petitioner that either this business of the<br \/>\nproprietary concern of the respondent No. 2 was competitive to the<br \/>\nmain business or that the same was prejudicial to the interest of<br \/>\nthe company. As noted above, the proposal was mooted by the<br \/>\npetitioner and accepted by the Board in a meeting in which the<br \/>\npetitioner was present and was a party to the resolution passed.\n<\/p>\n<p> 13. Having come to the conclusion that the issue of additional shares<br \/>\nas well as the appointment of two additional directors in the facts<br \/>\nof the present case could not be taken to be acts of oppression, as<br \/>\nthe same was as per the resolution of the Board to which the<br \/>\npetitioner was a party, the issue for consideration is whether the<br \/>\npetitioner is entitled to any relief as we are exercising as equitable<br \/>\njurisdiction in a proceeding under Section 397\/398 of the Act.\n<\/p>\n<p> 14. It is very clear from the facts of the present case that the relations<br \/>\nbetween the two shareholders who are the promoters and the<br \/>\npermanent directors of the company are very strained. As a<br \/>\nmatter of fact in the winding up petition (CP 14 of 1995) filed<br \/>\nby the petitioner before the Rajasthan High Court in paragraph 9<br \/>\nof the said petition the petitioner had pleaded that the relation<br \/>\nbetween the two directors were no longer cordial and allegations<br \/>\nof fraud and fraudulently prepared documents have been made. It<br \/>\nwas stated that when the circumstances have become so acute<br \/>\nthat the petitioner was raising doubts about the bonafidies of<br \/>\nanother director, all these taken together would lead to one<br \/>\nconclusion that it is just and equitable that the company should be<br \/>\nwound up. In the present petition also, the petitioner has alleged<br \/>\nthat the facts constituting acts of oppression justify winding up of<br \/>\nthe company on just and equitable grounds, however, as winding<br \/>\nup would unfairly prejudice the petitioner, her has prayed for<br \/>\nappropriate orders under Section 397\/398, 402 of the Act for<br \/>\nredressal of the acts of oppression and mismanagement. The<br \/>\nremedy under Section 397 is alternative to winding up, which<br \/>\nmeans that the interest of the company is paramount in moulding<br \/>\nthe relief. Normally, in a family company like this where both the<br \/>\nbrothers were promoters and permanent directors holding equal<br \/>\nshares, once mutual trust and confidence between them is lost, one<br \/>\nof them going out of the company is the only way, which would<br \/>\nprotect the interest of the company. Having held that the allotment<br \/>\nof shares made to respondents 3 and 4 were valid the petitioner<br \/>\nhas become a minority shareholder. Therefore equity demands<br \/>\nthat the petitioner may sell his shares on the payment of<br \/>\nreasonable and appropriate value of his shares and go out of the<br \/>\ncompany  <\/p>\n<p> 15. Accordingly we order as follows:\n<\/p>\n<p>a) The respondents or the company will purchase the shares held<br \/>\nby the petitioner at a value to be determine by an independent<br \/>\nvaluer. In case the company decides to purchase the shares<br \/>\nthen consequent reduction in the share capital will be effected;\n<\/p>\n<p> b) The date of valuation of shares will be 31.3.97 which is the<br \/>\nproximate date to the date of the petition, since the petition was<br \/>\nfiled in Oct 1996.\n<\/p>\n<p> c) The allotment of impugned additional shares will remain as it<br \/>\nis.\n<\/p>\n<p> d) The additional directors will continue.\n<\/p>\n<p> e) Till such time the shares are purchased the petitioner will be<br \/>\nentitled to receive (though having ceased to be a director)<br \/>\nnotices for all the Board Meetings together with agenda as<br \/>\nwell as the General Meeting atleast 15 days prior to the date<br \/>\nfixed, by Registered Post. He shall also be entitled to receive<br \/>\ncopies of the resolutions passed in the Board Meetings for<br \/>\ninformation.\n<\/p>\n<p> f) The parties will appear before us on 23.4.2002 at 4 p.m. for<br \/>\nsuggesting the name of an independent valuer.\n<\/p>\n<p> This petition is disposed of accordingly with no order as to cost.<\/p>\n","protected":false},"excerpt":{"rendered":"<p>Company Law Board Brij Mohan Bansal vs Bansal Gems Pvt. Ltd., Shri &#8230; on 4 March, 2002 Bench: A Banerji, S Balasubramanian ORDER A.K. Banerji 1. By means of this petition filed under Section 397 and 398 of the No. Companies Act 1956 (the Act) the petitioner has alleged acts of oppression and mismanagement against [&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-51937","post","type-post","status-publish","format-standard","hentry","category-judgements"],"yoast_head":"<!-- This site is optimized with the Yoast SEO plugin v27.0 - https:\/\/yoast.com\/product\/yoast-seo-wordpress\/ -->\n<title>Brij Mohan Bansal vs Bansal Gems Pvt. 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