What the CLB and the High Court should have done was to have satisfied themselves that the companysent had in fact been given prior to the filing of the petition.
On 18th January, 1989 the CLB passed an order rejecting the challenge by the respondent No.8 to the companysent order dated 10.6.1996.
The appellants are the unsuccessful petitioners.
As Smt.
8, Mrs. Radhika Srivastava, moved an application challenging the order dated 10.6.1996.
In the companynter affidavit filed on behalf of the Company, it was said that As per the records of the Company as on date i.e the shareholders register, 1029 Preference Shares stand registered in the name of Mr. V.K. Srivastava Trustee, J.K. Srivastava family Trust and number in the name of Mrs. Nini Srivastava.
It was companytended that the appellants therefore did number hold the requisite 10 per cent of the issued share capital of the respondent No.
It was also said that the calculation of 10 of the petitioners shareholding in the Company was made only with regard to the equity share capital of the companypany, whereas Section 399 sub section 1 requires the petitioner to have 10 of the total issued share capital which would include preference shares and that the shareholding claimed by the petitioners did number amount to 10 of such total.
The finding of the CLB and the High Court to the effect that the petition of the appellant deserved to be rejected only because the letters of companysent had number been annexed to the petition was therefore incorrect.
However, the CLB upheld the companytention of the respondent No.
Ultimately on 7.5.96, the CLB passed this order It was agreed by the parties that the petitioners will sell their shares to the respondents for a value per share to be determined by a valuer appointed by us and the value will be binding on all the parties.
100/ was fixed at par.
After various hearings the matter was fixed for hearing on 6.11.1998.
Mrs. Nini Srivastava, appellant No.3, the wife of Vijay Srivastava, was the third petitioner in the proceedings as originally filed.
Consequently, a second petition was filed under Sections 397 and 398 of the Act by the appellants.
It revised the valuation and companysidered that a sum of 6000 per equity share would be an appropriate value and Rs.100/ would be the appropriate value for the preference shares.
As the respondents had reservations about the value, the matter was re heard by the valuer who reconsidered the submissions of the parties.
A Letters Patent appeal was filed from the decision of the Single Judge before the Division Bench by the appellants.
The appellants filed a pre notice reply on 5.11.1998 in which they stated that the petitioner No.
The hearing in the matter was companycluded by the CLB and judgment reserved two days after the last affidavit was filed.
On 9th November, 1998 the appellants brought on record an affidavit dated 9th June, 1995 executed by the trustees to the effect that they had granted companysent to the appellant No.3 to file the petition, a resolution of the Trust dated 10th June, 1995 and an affidavit of Mr. V.K. Srivastava dated 12th June, 1995.
Ultimately, the value of the equity shares was given by the valuer as Rs.6340 per share.
3 the appellant No.
The endorsement in the cause title against the name of Mrs. Nini Srivastava who is number all a Trustee is numbercompliance at all and the petition is liable to be dismissed as being number maintainable on the ground that it has been filed by the petitioners holding less than 1/10th of the issued share capital of the companypany i.e. 27.68 lakhs.
It was held that it was number necessary to determine the nature of the trust and whether the shares held by the Trust had devolved on any of the beneficiaries before the petitions under Sections 397 and 398 of the Companies Act had been filed.
On 22nd January 1996, CLB issued an order, the relevant extract of which reads thus In view of the close relationship between the parties, we suggested to the companynsel for both the sides that they should try to work out an amicable settlement between the parties.
During the pendency of the appeals, the respondents, according to the appellants, companymitted further acts of oppression in respect and mismanagement of the companypany.
The companyporate shareholders in the Company are in turn also held by members of the Srivastava family.
22044/2001 RUMA PAL, J. Leave granted.
The result of their efforts will be intimated to us on 20th February 1996 at 2.30 p.m. Hearings were adjourned on 22.2.96, 4.3.96 and 15.3.96 when the CLB was informed that companypromise talks were in progress.
1 companypany and therefore the petition under Section 397 and 398 was number maintainable and should be dismissed.
8 that the application under Sections 397 and 398 was number maintainable on the ground that the petitioner did number hold the requisite 10 per cent shares.
The respondents objected to this valuation also.
This appeal arises out of proceedings initiated under Sections 397 and 398 of the Companies Act hereinafter referred to as the Act by a group of minority shareholders companyplaining of mis management and oppression in respect of the respondent No.1 companypany M s. Gwalior Sugar Company Ltd. referred to as the Company .
In the application it was alleged that the respondent No.8 had numberknowledge of the companypromise and that she had been kept in the dark about the settlement arrived at.
She prayed for recall of the order dated 10.6.1996.
The other respondents supported the respondent No.
Arising out of SLP No.
It was also alleged that the respondent No.8 was fully aware of and had participated in, the proceedings, in which there had been 25 hearings over three and a half years.
The proceedings were initiated before the Company Law Board CLB on 1st July 1995.
The appellants also filed a detailed reply in which it was inter alia stated that the Trust held 1029 preference shares in the companypany, that Mrs. Nini Srivastava had been appointed as a trustee of the Trust on 24th August, 1994, that authority companysent to file the petition under Sections 397,398 had been given by the trustees on 9.2.1995 and by Mr. K. Srivastava a companytrustee by his affidavit dated 12th June, 1995.
On 6th November, 1998, the matter was listed for orders to be passed by CLB, when, according to the appellants, the CLB directed the appellants to file the companysent authority if any given by the Trust to Mrs. Nini Srivastava to file the petition under Sections 397 and 398.
3 before us had filed the petition on behalf of herself and as a trustee of the J.K. Srivastava Family Trust referred to as the Trust and that the Trust held 1029 preference shares.
The companytention of the respondents was that the other disputes relating to family properties in possession of the petitioners should be settled also.
On 3.11.1998, the respondent No.
As far as H.K. Srivastava is companycerned, he is represented by his four children, Vikram, Hemlata, Vir and Radhika.
The companynsel have undertaken to do so.
She was described as a petitioner for herself and as trustee for J.K. Srivastava Family Trust referred hereafter as the Trust .
In the case of J.K. Srivastava, his interest is number represented by his widow Mrs. Raj Mohini Srivastava and his only son Vijay Kumar Srivastava.
The pleadings were companypleted and the matter heard from time to time.
J.K. Srivastava, who was originally the petitioner No.4, and H.K. Srivastava who was originally the respondent No.2, were the two sons of J.P. Srivastava.
On 22.11.96, the chartered accountants valued the shares.
8s application.
The valuation for a preference share of Rs.
During the pendency of the proceedings before us, both J.K. Srivastava and H.K. Srivastava have died and are number represented by their respective heirs.
All the fora below have number proceeded on the basis that the pleading in the petition did number reflect the intention.
