KILPEST PVT LIMITED Vs. SHEKHAR MEHRA
LAWS(SC)-1996-10-203
SUPREME COURT OF INDIA (FROM: MADHYA PRADESH)
Decided on
October 08,1996
Kilpest Pvt Limited
Appellant
VERSUS
SHEKHAR MEHRA
Respondents
Cited Judgements :-
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Bagree Cereals P LTD VS. Hanuman Prasad Bagri [LAWS(CAL)-2000-8-33] [REFERRED TO]
R. RAMESH VS. DEVI POLYMERS PRIVATE LTD. AND ORS. [LAWS(MAD)-2017-4-202] [REFERRED TO]
SOMASHEKARA RAO HIRIADKA VS. CANARA LAND INVESTMENT LTD MANIPAL UDUPI DISTRICT [LAWS(KAR)-2011-1-29] [REFERRED TO]
RAJEEV SAUMITRA VS. NEETU SINGH AND ORS. [LAWS(DLH)-2016-1-242] [REFERRED TO]
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LAIJU K VS. BRICK BOND BUILDERS PVT LTD [LAWS(KER)-2006-6-12] [REFERRED TO]
KRISHNAMSETTY BASAV RAO VS. KOBASHI MACHINE TOOLS P LTD [LAWS(APH)-2005-4-81] [REFERRED TO]
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JUDGEMENT
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(1.)These are cross appeals against the judgment and order of a division bench of the High court of Madhya Pradesh.
(2.)The appellant in Civilno. 1975 of 1986, Shekhar Mehra (Mehra) , and the second appellant in Civilno. 1974 of 1986, R. K. Dubey (Dubey) promoted Kilpest Pvt. Ltd. (the company) and were its first Directors. Dubey was the Managing Director and Mehra was the Joint Managing Director. The two fell out and Mehra did not attend the Board or other meetings of the company after 1/9/1981. In December 1981 Mehra, his relations and friends (the Mehra group) held 1500 shares of the company of Rs. 100. 00 each and Dubey, his relations and friends (the Dubey group) held 1625 shares. Thereafter the Dubey group increased its shareholding so that when the present petition was filed they held 4500 shares. At a Board meeting of the company held on 2/1/1982, K. P. Mishra, the third appellant in Civilno. 1974 of 1986, was appointed tothe Board as an Additional Director, In the Extraordinary General Meeting held on 15/1/1983, Articles 84 to 86, 91 and 93 of the Articles of Association of the company, which provided for the management of its business by Dubey and Mehra for life with equal remuneration, were altered and the post of Joint Managing Director was abolished. At a Board meeting held on 9/4/1983, it was resolved that Mehra had ceased to be a Director. He then filed a civil suit, with which we are not directly concerned, and then the present petition for oppression and mismanagement under S. 397 and 398 of the Companies Act, 1956.
(3.)It was the case of Mehra in the petition that the meetings subsequent to December 1981, had been called without notice to him so as to surreptitiously allot additional shares to the Dubey group and remove Mehra from the post of Joint Managing Director. The allotment of additional shares and the alteration of the aforesaid articles had altered the basic structure of the company. While this might be a ground for winding it up, Mehra sought relief under S. 397 and 398 of the Act. The petition also set out various alleged acts of mismanagement by Dubey. The petition was contested. The learned Single Judge found it appropriate to try the petition as a winding-up petition. The company appealed. The division bench allowed the appeal, set aside the order of the Single Judge and dismissed the petition. Mehra then filed an appeal to this court, which was allowed and the matter was remanded.
(2.)The appellant in Civilno. 1975 of 1986, Shekhar Mehra (Mehra) , and the second appellant in Civilno. 1974 of 1986, R. K. Dubey (Dubey) promoted Kilpest Pvt. Ltd. (the company) and were its first Directors. Dubey was the Managing Director and Mehra was the Joint Managing Director. The two fell out and Mehra did not attend the Board or other meetings of the company after 1/9/1981. In December 1981 Mehra, his relations and friends (the Mehra group) held 1500 shares of the company of Rs. 100. 00 each and Dubey, his relations and friends (the Dubey group) held 1625 shares. Thereafter the Dubey group increased its shareholding so that when the present petition was filed they held 4500 shares. At a Board meeting of the company held on 2/1/1982, K. P. Mishra, the third appellant in Civilno. 1974 of 1986, was appointed tothe Board as an Additional Director, In the Extraordinary General Meeting held on 15/1/1983, Articles 84 to 86, 91 and 93 of the Articles of Association of the company, which provided for the management of its business by Dubey and Mehra for life with equal remuneration, were altered and the post of Joint Managing Director was abolished. At a Board meeting held on 9/4/1983, it was resolved that Mehra had ceased to be a Director. He then filed a civil suit, with which we are not directly concerned, and then the present petition for oppression and mismanagement under S. 397 and 398 of the Companies Act, 1956.
(3.)It was the case of Mehra in the petition that the meetings subsequent to December 1981, had been called without notice to him so as to surreptitiously allot additional shares to the Dubey group and remove Mehra from the post of Joint Managing Director. The allotment of additional shares and the alteration of the aforesaid articles had altered the basic structure of the company. While this might be a ground for winding it up, Mehra sought relief under S. 397 and 398 of the Act. The petition also set out various alleged acts of mismanagement by Dubey. The petition was contested. The learned Single Judge found it appropriate to try the petition as a winding-up petition. The company appealed. The division bench allowed the appeal, set aside the order of the Single Judge and dismissed the petition. Mehra then filed an appeal to this court, which was allowed and the matter was remanded.
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