company law cre

8/10/2019 Company Law CRE

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COMPANY LAW CRE

Kishore & Anr. vs NRI General Hospital & Anr.

Kishore, the petitioner, a medical doctor by profession and a nonresidentIndian ('the NRI'), claiming himself as the chief promoter of NRI GeneralHospital, Calcutta, has led this petition under !ection "#$%"#& of theCompanies ct, # * ('the ct'), alleging +arious acts of oppression andmismanagement in the a airs of the company- .his company /asincorporated in ## for establishment of a hospital0cum0ad+anceddiagnostic facility at Calcutta-

.he company made an application to the 1epartment of Industrial1e+elopment, Go+ernment of India (!I ) for appro+al of NRI in+estmentfor establishment of the hospital indicating therein that the cost of thepro2ect /ould be about Rs- crore out of /hich the share capital /ouldbe Rs- # crore and that Rs- & crore of the share capital /ould be by /ayof NRI participation- .he 1epartment of Industrial 1e+elopmentappro+ed the NRI in+estment by Kishore and his other NRI associates of Rs- & crore of /hich Rs- 3 crore /as to be by /ay of e4uity and other Rs-3 crore by /ay of preference shares- .hus, the pro2ect en+isaged &&-&&5

NRI in+estment in shares and balance by residents- .he petitioner /asnamed as one of the rst directors of the company in the articles- s on" -"- ## , the petitioners held 6-$35 of the e4uity shares in thecompany- .he company /as sanctioned a loan of Rs- 3-* crore by theIndustrial 1e+elopment 7an8 of India ('the I17I') to/ards the pro2ect-.he respondent is the younger brother of the petitioner- In addition to thein+estment in the shares allotted to him, the petitioner had alsocontributed about Rs- one crore in cash as share application money and

had also nanced about Rs- " crore for import of medical e4uipments(hereinafter referred to as 'e4uipments') for the hospital-

n 9G: meeting /as held on $-6- ##* in /hich the petitioner /assho/n to be present- Ho/e+er, the minutes are found to ha+e beensigned by the respondent,unli8e the usual practice- ;urther, shares /ereallotted to respondents associate companies and the same /as appro+edat the 9G: and a resolution /as passed to this e ect-


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.he memorandum of the company contained that the company aims toestablish an NRI Hospital and pro+ide health ser+ices to people of Calcutta- .he brain behind the +enture of establishing the hospital /asthe petitioner-


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the allotment of shares to the three companies of the respondent shouldbe declared as null and +oid-

.his petition has been led under !ections "#$ and "#&, challenging the

allotments made, the stand of the company is that these t/o petitioner0directors had +acated their o ice as directors and the refusal of thecompany to allot shares to/ards the +alue of the imported second hande4uipments-

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