TaxTMI 
TaxTMI 
2013 (2) TMI 393
X X X X Extracts X X X X
X X X X Extracts X X X X
....o petitioners and to dispose of their Representation of 16th April, 2009 (Annexure-E Colly) alleging that alteration in the Articles of Association is contrary to provisions of the Companies Act, 1956. 2. Petitioners assert that respondent No. 3 - Association is a company incorporated under the Companies Act, 1956 and was granted a license under Section 25 of the Companies Act, 1956 in the year 1985 and as per the license condition, no alteration can be made in Memorandum of Association or in Articles of Association unless the alteration has been previously submitted to and approved by the Central Government. 3. Though the alterations made in Articles of Association through a special Resolution in the Annual General Meeting of 20th March,....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ptember, 2010 and so, plea of acquiescence is sought to be raised against petitioners by respondents. 5. Learned senior counsel for petitioners had urged that the delay and laches would not stand in the way of petitioners because Representation of petitioners was still pending which was not considered while granting the impugned approval and because the illegality in alterations made in the Articles of Association is a continuing wrong. 6. Learned senior counsel for petitioners relies upon decisions in Vaishanava Dass v. Faqir Chand AIR 1968 Delhi 6 Pramod Chopra v. Apparels Export Promotion Council ILR 1984 Delhi 717; Rahul Mehra v. Union of India [2004] 114 DLT 323 (DB); C.P. Singhania v. Garware Club House [2003] 46 SCL 659 (Bom.) Asho....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ich had been duly granted within the parameters of the Companies Act, 1956 and that petitioners have not demonstrated how they have been prejudiced by alleged non-grant of hearing prior to grant of impugned Approval. Lastly, it is pointed out that in the Annual General Meeting of 31st December, 2011, elections were held for post of eight members as per the amended Articles of Association and not only on the ground of delay and laches but because petitioners have acquiesced, so this writ petition merits rejection. 9. Although various grounds have been taken in the pleadings and even in their written synopsis submitted by both sides but learned senior counsel for the contesting parties had confined their submissions to the impugned amendment....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ticles, etc. to the extent they being repugnant to the provisions of this Act. So, respondent's plea of delay, laches and acquiescence is repelled. 11. Regarding the pendency of Representation (Annexure-E), stand of second respondent in the counter affidavit is that various complaints were received and were being separately dealt with by the complaint section. When petitioners had filed C.M. No. 435 of 2012, seeking directions to respondents to grant hearing on the pending Representation (Annexure-E), the second respondent in its reply maintained that no complaint of 16th April, 2009 (Annexure-E) is pending and the said complaint/Representation was duly considered and thereafter the Approval was granted. 12. By invoking 'RTI Act', petitio....
X X X X Extracts X X X X
X X X X Extracts X X X X
....Association have been approved. 6. Comparative chart giving existing clauses & proposed clause is flagged may kindly be seen. Proposed changes appears non contrary to provisions of Companies Act, 1956. In view of above application u/s 25(8) may be considered for grant of approval u/s 25(8) of the Companies Act, 1956. Submitted pl. Sd/- 12/11/09 Sanjay JDI Pl. Reference note above, the proposed amend in A.O.A. which are Internal Administration of the Association and are in consonance with the provisions of the Act as such, we may allow the proposed amendment in AOA of the Co. which are approved in its AGM held on 2.3.2009. (2) ROC Delhi has already confirmed vide its report that the Co. has filed proposed amendment infor....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ckground, it is deemed appropriate to direct second respondent to provide a post decisional hearing to petitioners or their authorised representative on their Representation (Annexure-E Colly) within a period of six to eight weeks and to pass a speaking order on the aforesaid Representation (Annexure-E) while returning a positive finding as to whether the alterations in Articles of Association impugned herein are repugnant to Sections 255 and 256 of Companies Act, 1956 and as to whether reliance upon Section 263A and Section 265 of Companies Act, 1956 by the third respondent, justifies the impugned Approval or not. Such a course is adopted as Competent Authority is the best person to do so. The principles of Natural Justice mandate hearing ....