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IN THE HIGH COURT AT CALCUTTA
RAVI KRISHAN KAPUR
Chrestien Mica Industries Limited – Appellant
Versus
Official Liquidator – Respondent
| Table of Content |
|---|
| 1. application overview and company background (Para 1 , 2 , 3 , 4 , 5) |
| 2. special officers' roles and issues raised (Para 6 , 7 , 8) |
| 3. allegations of fraud concerning management (Para 9 , 10 , 11) |
| 4. prayers and applications filed by shareholders (Para 12 , 13 , 14 , 15) |
| 5. legal reasoning on abuse and fraud (Para 19 , 20 , 21 , 22) |
| 6. judgment on management structure and fraud (Para 28 , 29 , 31) |
| 7. final orders and discharge of officers (Para 41 , 42) |
JUDGMENT :
RAVI KRISHAN KAPUR, J.
1. By consent of the parties and in view of the common questions of fact and law involved, all these applications were taken up for hearing analogously. These applications pertain to Chrestien Mica Industries Limited (presently in liquidation).
2. M/s. Chrestien Mica Industries Ltd. was incorporated under the provisions of the Companies Act 1913 and was a publicly held company. The company since 1958 had been owned, controlled and closely held by six brothers belonging to one Agarwala family namely, Ram Kumar Agarwala, Om Kumar Agarwala, Manoharlal Agarwala, Ram Gopal Agarwala, Ramanand Agarwala and Badri Prasad Agarwala. Prior thereto, it appears from the available records that the company
Fraud vitiates all judicial acts. The court emphasized the fiduciary duties of company officers and invalidated transactions arising from conflicting interests.
The affairs of a company may be conducted in a manner oppressive to the minority shareholders and also in a manner prejudicial to the interest of the company, and a material change may take place in ....
In oppression/mismanagement proceedings, Tribunal may appoint Special Officer under Section 242(2) r/w Rule 11 to manage company, secure assets/records, ensure compliance where factions dispute, audi....
The judgement establishes that shareholders holding not less than one-tenth of a company have the right to apply under the Companies Act for remedies regarding oppression and mismanagement.
The court established that the NCLT must conduct a thorough examination of evidence in cases involving rectification of the Register of Members under the Companies Act, 2013.
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