before the company law board - Company Law Board Mumbai Bench

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16convened much less sending prior valid notice for the meeting alleged tohave been held on 27.8.2003. This so called meeting which did not have therequired quorum present, passed resolutions (a) removing the R6 asManaging Director effective from 6 th August, 2003 as ceasing to be directorunder the provisions of Sec. 283(i)(f) of the Act for being in arrears inpayment of calls; (b) appointing R3 as Managing Director effective from 27 thAugust, 2003 and (c) appointing R4 and R5 as Additional directors effectivefrom that date. The Group 2 directors forcibly took over management andcontrol of R1 Company. R6 communicated to the ROC, Gwalior about theillegal happenings in the Company and the fact that R2 and R3 had usurpedthe company’s management by illegal means. As Managing Director of theCompany, R6 was aware that the Board of Directors had never called uponthe shareholders including R6 to pay up the calls in arrears and therefore,there could be no default by R6 in not paying up the calls in arrears. Theprovisions of Sec.283(i)(f) did not apply at all to the case of directors beingR6 and R7 in the petition.9. It is further submitted that the wrong doings of R2 and R3 aredemonstrated through the inquiry and investigations carried out by the officeof the Regional Director and the action proposed are taken against suchwrongs of R2 and R3 which have been made part of the petition by thepetitioners. From 2003 to 2009, Group 2 Directors with the reins ofmanagement in their hands have driven R1 to sickness and thereby filedreference under the provisions of Sec.15 of Sick Industrial Companies(Special Provisions) Act, 1986 before the BIFR. In the audited accounts ofCP 28/2010Union vs Gwalior
17the Company for the Financial Year 2004-2005, the management has debiteda total amount of Rs.337.05 lacs as doubtful recovery. This includes the badand doubtful debts as such classified and bad receivable of loans etc.. Thesaid sum of Rs.337.05 lacs debited to accounts among other things, includes(a) Rs.62 lacs due from M/s.Nisha Polymers Industries Limited in which theDirectors of R1 have direct and indirect interest and the said company isactive and solvent; (b) Rs.10 lacs due from M/s. Ansal Housing Corporationfrom whom the R4 viz. Mr.Sudhir Awasthi acquired a house and disposedthe same for profits in his name in which transaction the said sum of Rs.10lacs has been obviously adjusted; (c) Rs.5.56 lacs from M/s.Flora FinenPrivate Limited in which R2 and R3 are shareholders and directors and (d)Rs.4.25 lacs due from Mr.Anil Sharma, a director of M/s.Flora InfotechPrivate Limited and also M/s.Flora Finen Private Limited in which the R2and R3 have direct and indirect interest. The financial position of theCompany and its functioning under the management of the Group 2 directorshas deteriorated year after year and the Company has now filed a referencebefore BIFR under the provisions of Sick Industrial Companies (SpecialProvisions) Act for working out financial or industrial reconstruction of theCompany craving for concessions from various authorities including theBanks and Financial Institutions.9. Respondents 6 to 9 have filed further affidavit in reply in additionto the reply dated 1.6.2010.CP 28/2010Union vs GwaliorAt the outset it is submitted that the initials ofMr.Anil P.Sahu i.e. R3 seem to be forged. The same is evident from the copyof salary certificate dated 27.5.2002 which shows that the initials of R3 are
Page 5 and 6: 5and M/s.Vishwa Extrusions Pvt. Ltd
Page 7 and 8: 7this regard under Sec.292(1)(e) of
Page 9 and 10: 9present petition is not maintainab
Page 11 and 12: 11sole proprietor of Central India
Page 13 and 14: 13directorship due to alleged contr
Page 15: 15(ii) Shri Anil P.Sahu (R3) 29.10.
Page 19 and 20: 191) Whether Board Meetings dated 4
Page 21 and 22: 21clauses mentioned in Sec.22 of th
Page 23 and 24: 2313. Now I deal with Issue No.2, 3
Page 25 and 26: 25was the responsibility of the ex-
Page 27 and 28: 27the subscribers to the Memorandum
Page 29 and 30: 29International Limited by the Comp

before the company law board - Company Law Board Mumbai Bench

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