Board Meetings without quorum & irregularities in filing Form 32 is Oppression & Mismanagement

ORDER

1.In this order I am considering Company Petition Nos. 151 of 2007, 152 of 2007 and 153 of 2007 (these company petitions are being disposed of together, the facts and circumstances and the parties being almost the same, arguments were made in Sangeeta Construction (P.) Ltd. to be adopted in the other two company petitions) filed by Naresh Mohan Mittal and another (petitioners) against Sangeeta Construction (P.) Ltd. and others Nippun Construction (P.) Ltd. and others Aarti Construction (P.) Ltd. and others alleging oppression and mismanagement under section 397/398 of the Companies Act, 1956 (‘the Act’) seeking a declaration that the appointment of Sandeep Mittal, Nippun Mittal in Sangeeta Construction (P.) Ltd. and Nippun Construction (P.) Ltd. and Sameer Mittal and Naveen Mittal in Aarti Construction (P.) Ltd. as directors is null and void and they be restrained from interfering with the administration of the company and acting for and on behalf of the company in any manner whatsoever ; declaration that the illegal purported resolutions dated 9th December, 2006, 27th August, 2007 and 31st August, 2007 are null and void and are of no consequence; declaration that the petitioner No. 1 and his group manage the operation and administration of the company in the interest of all the members of the company and the company in general and to appoint an independent chairman/administrator, if deemed necessary ; that the R-3 to 5 should not interfere with the administration ; debarring of R-3, R-4 to 5 from acting as a director or involving themselves as director and or in any capacity in the management of a company for a period of at least 5 years from the date of passing of said order.2. It is noted that the petitioner No. 1 is one of the four bothers, namely, S/Shri Mahesh Mohan Mittal, Naresh Mohan Mittal, Ratish Mohan Mittal and Satish Mohan Mittal and petitioner No. 2 is the nephew of the petitioner No. 1. It was condended that in order to streamline the business and to the business activities in more professional manner and to have a scope for diversification for business, all four brothers including the P-l got together and conceived an idea to form three private limited companies, wherein all brothers would have equal shareholding. Accordingly on 28th April, 1993 three private limited company by the name of Aarati Construction (P.) Ltd., Nippun Construction (P.) Ltd, and Sangeeta Construction (P.) Ltd. were incorporated. The R-1 companies in all the three company petitions (CP No. 151, 152 and 153) are engaged in the business of acquiring land for the construction of the multistoreyed building and to licence flats therein on suitable terms and conditions. All four brothers, namely, S/Shri Mahesh Mohan Mittal, Naresh Mohan Mittal, Ratish Mohan Mittal, Satish Mohan Mittal, were declared to be first directors of the company. The R-1-companies are closely held private limited companies, wherein, all four brothers had equal shareholding in all three companies. It was pointed out that with the passage of time, three directors, namely, S/Shri Naresh Mohan Mittal, Ratish Mohan Mittal and Amul Mohan Mittal remained on Board in all three companies, viz., Sangeeta Construction (P.) Ltd., Nippun Construction (P.) Ltd. and Arati Construction (P.) Ltd. On 20th October, 2004 the youngest brother of the petitioner Shri Satish Mohan Mittal expired. On his death his son Amul Mohan Mittal was inducted as director in the Board of all three companies in place of his father. It was pointed out that Shri Ratish Mohan Mittal (R3) although being a director since inception of the company, never participated in the affairs of the company in any manner whatsoever, he attended only one Board meeting in last seven years, the petitioners were managing the affairs of the respondent-company.