1. The main grievance of the petitioner holding 1/3rd of the paid up capital of M/s. Alliance Dermatological (P.) Ltd. is that he has been illegally removed as a director applying the provisions of section 283(1)(g) of the Companies Act, 1956 (‘the Act’).

2. The facts of the case are that in May, 2001, the petitioner, the 2nd and 3rd respondents formed a partnership in the name and style of Alliance Laboratories with equal contribution of 1/3rd each. The business of the firm was trading and marketing of drugs and cosmetics. For raising loans for business purposes, a property jointly owned by the 3rd respondent to the extent of 25 per cent, the father of the 3rd respondent to the extent of 30 per cent and the mother of the petitioner to the extent 25 per cent, was given as a collateral security with the bank. All the three of them had also given personal guarantees. The said partnership firm was converted into a company being the 1st respondent in June, 2007 with a total paid up capital of Rs. 15 lakhs comprising of Rs. 5 lakhs contributed by the petitioner, 2nd and 3rd respondents each. Around March 2008, disputes and differences had arisen between the three shareholders who were also directors of the company.

3. In the present petition, the petitioner has alleged that the 2nd and 3rd respondents had joined hands to exclude the petitioner from the affairs of the company. They filed a false police complaint on 6-9-2008 against the petitioner alleging that he had taken away certain books and confidential files relating to Sales tax, Income-tax, Account books etc. This was a false complaint as all the records were with one practicing Company Secretary. Since they did not succeed with the complaint, they filed another police complaint on 13-9-2008 alleging that the petitioner had taken away some stock of the company - 88 to 100 boxes - containing various medicines from the godown. During the investigation, when the petitioner produced original papers relating to supplies, the 2nd and 3rd respondents withdrew the complaint. By a Public Notice in The Statesman and Rashtriya Sahara, these respondents had claimed that the petitioner was no longer a director nor he had any authority to act or deal on behalf of the company. On seeing this notice, the petitioner made enquiries from the office of RoC and came to know that he had been removed as a director applying the provisions of section 283(1)(g) of the Act for absenting himself without the leave of absence from the allegedly held board meetings on 6-6-2008, 17-7-2008 and 8-9-2008. The petitioner never received notices for any of these allegedly held meetings and as a matter of fact, no meeting was actually held. Since the petitioner has contributed not only to the shareholding of the company substantially but also had been active participation not only as a director of the company but also as a partner of the firm - both together for a period of over 8 years from 2001, his removal as a director and also the refusal of the respondents to allow the petitioner to participate in the affairs of the company is highly oppressive. Accordingly, the petitioner has sought for setting aside the removal of the petitioner as a director for restraining the respondents from causing any interference in the petitioner’s taking part in the affairs of the company.

4. Heard Shri Anil Thakur, Advocate for the petitioner and Shri Tikku, Sr. Advocate for the respondents. Shri Thakur reiterated the averments/allegations made in the petition and sought for grant of the reliefs prayed for in the petition.

5. Shri Tikku appearing for the respondents submitted: It is the petitioner who, having been actively involved in the affairs of both the firm and the company, suddenly started putting hurdles in the affairs of the company right from March, 2008. He started spreading rumors that the respondent company was on the verge of closure and had also started instigating the staff. Further, he removed various files and