Judgement also allows petitioner Mr. J.C. Mansukhani to convene an Extra Ordinary General Meeting (EOGM).

1. Landmark Judgment by Company Law Board (CLB), Mumbai Bench Setting Aside the Illegal
Issue and Allotment of Shares Under ESOPs by Man Industries (India)
Judgement also allows petitioner Mr. J.C. Mansukhani to convene an Extra Ordinary
General Meeting (EOGM).
Mumbai, India, July 15th, 2013 -- In a significant judgement dated 30th May 2013, the Company
Law Board (CLB), Mumbai Bench has set aside the issue & allotment of 26,64,000 shares under
Employee Stock Options Plan (ESOPs) by Man Industries (India) Ltd. The CLB has also allowed
the petitioner Mr J C Mansukhani, Promoter, Shareholder & Director of Man Industries to convene
an Extra Ordinary General Meeting (EOGM) of its shareholders to discuss various issues related
to mismanagement and misappropriation by Mr R C Mansukhani, the company’s Chairman. The
shares issued through ESOPs amount to 5% of the company’s total paid up equity capital.
Says J. C. Mansukhani, “In order to take control of the company, Mr. R C Mansukhani along with
others had wrongfully issued 26, 64,000 shares as ESOP to Employee Welfare Trust by
fabricating proceedings of board meetings and disobeying own undertaking before Company Law
Board not to change the shareholding pattern. We went in appeal to the Company Law Board and
are satisfied with their judgement.”
The CLB order states that, “It is apparent from the careful perusal of the chain of events which
have taken place immediately after filing petition relating to the allotment of 26,64,000 equity
shares to Respondent no 16 (a) to 16 (c ) that the decisions taken in undue haste. Admittedly, the
decisions to come out with ESOS/ESOPS was taken in the month of September 2008, however
until 05/09/2012 nothing happened and no steps were taken. It appears that company started
taking steps only in September 2012 and immediately after filing petition, this decision was
implemented. Therefore, there are reasons to believe that after having come to know about the
preparation and filing of the present petition by the petitioners the respondents started taking
action and immediately after noticing the mistake in the proceedings dated 11/10/2012, they took
undue advantage thereof and implemented their decision. The aforesaid facts give strength and
support to the allegations made by the petitioners that was all deliberate and intentional move. It
has not been disputed that on account of issuance of 26, 64,000 equity shares in the manner
aforesaid the shareholding of petitioner has been reduced to 24.50% from 28.83% and the
shareholding of the R1 has correspondingly increased from 35.23% to 38.13%. There are
reasons to believe that the respondents no 16 (a) to 16 (c ) are the persons who are close to R1
and exercising the rights of vote by them in favour of R1 can not be ruled out. I am therefore, of
the opinion that the said allotment of shares is not only in violation of the court’s order but also
has been made for the sole purpose to increase the shareholding of the R1 and to decrease the
shareholding of the Petitioners in order to gain control in the affairs of the company. In view of
above findings, the said allotment of 26, 64,000 equity shares in favour of R 16 (a) to 16 (c) are
liable to be set aside.
Having held that the said allotment of the shares is in violation of the court’s order and the motive
was also malafide and thus liable to be set aside, the next question arises for my consideration is
as to what order is required to be passed to secure end of justice. In my considered opinion, the
setting aside of the allotment of shares in favour of R-16 (a) to R 16 (c ) and further making status
quo ante as it existed prior to filing the petition on 11/10/2012 will be just, proper and fair and by
doing so the substantial justice will be done between the parties.
It is declared that the meeting of the compensation committee purportedly held on 15/10/2012 is
illegal and their decision to allot 26,64,000 shares as ESOPS is non-est, ineffective and invalid
being in contravention of the undertaking tendered by the R6 Company through its Counsel
before the bench on 11/10/2012. Accordingly, the issue and allotment of impugned 26, 64,000
shares in favour of the R16 (a) to 16 (c) is hereby cancelled. The status-quo ante in respect of the
shareholding pattern of the R6 Company, as it existed on 11/10/2012 is restored. The R6

2. Company and its present Board of Directors are directed to take steps accordingly. The ROC,
Mumbai shall do the needful to comply with the direction.”
Notices for calling Extra Ordinary General Meeting of shareholders of Man Industries dated 15th
January, 2013 were served by JC Mansukhani on the Company for appointment of 5 additional
directors and removal of all existing directors including Chairman Mr. R C Mansukhani. The
Hon’ble Company Law Board, Mumbai Bench has, vide its Order 30th May, 2013, held that “the
Petitioners (J C Mansukhani) are free to act upon their notice thereby calling upon the EOGM.
The R6 Company is directed to take necessary steps in accordance with law. The interim stay, if
any, is hereby vacated.”
Pursuant to above verdict, the Company was required to convene the Extra-Ordinary General
Meeting by 12th June, 2013. In view of the failure of the Board of Directors of the Company to
convene the EOGM within the stipulated time period as mentioned above, J C Mansukhani has
initiated actions to convene and hold the EOGM on Thursday, July 25, 2013 in accordance with
the provisions of the Section 169 of the Companies Act, 1956. The EOGM Notice can be viewed
on www.jcmangroup.com.
J C Mansukhani has also given an offer to Mr. R C Mansukhani & Group to buy their shares as
directed by Company Law Board in its Judgement of 30th May 2013.
J C Mansukhani further states that Mr. R C Mansukhani has adopted unfair means by misusing
the platform of BSE and NSE website to communicate with the innocent shareholders and
thereby misguide and mislead them with false announcements under pretext of “Outcome of
Board Meeting” to put hurdle in the smooth convening of EOGM. This also amounts to contempt
of Court order by the Company. J C Mansukhani has complained to SEBI to protect the right of
minority shareholders and take strong action against these malicious activities of Chairman and
compliance officer. For further details please visit the website www.jcmangroup.com
This Press Release has been issued on behalf of Mr J C Mansukhani and Mr J C Mansukhani
takes full responsibility for the statements made in this press release.
Press & Media Contact:
J C Mansukhani
JCMANGroup.com
Mumbai, India 400 056
022 - 67127024
jcm@jcmangroup.com
http://www.jcmangroup.com