2013 (9) TMI 779

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.... Company Appeal (SB) 2 of 2005 is concerned, it was filed by the respondent against that part of the order of the CLB in which it was held that the provisions of section 283(1)(g) would not come into play and it cannot therefore be said that the petitioner had vacated the office of Director. So far as Company Appeal (SB) No.6 of 2005 is concerned, the following directions were issued by the Company Judge (A. K. Sikri, J., as he then was):- (i) the decision of the Board of Directors to induct Satish K Thappar, a civilian, as the Additional Director and issuance of further shares was erroneous and contradictory. (ii) the decision taken to the above effect in the meetings held on 27.6.1996, 4.7.1996 and 29.8.1996 was invalid. The issuance of further share capital was also invalid. (iii) however, it would be open to the company to pass the necessary resolution for allotment of the shares and the manner in which they should be allotted. 4. The SLP filed by the respondents against the judgment dated 31.5.2005 was dismissed on 13.7.2005. 5. On 5.10.2005, the respondent-company filed From No.32 with the Registrar of Companies, showing the petitioner to be appointed as a director by or....

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....he fact that Col. Dalip Singh Sachchar continued as director from 23.9.1996 to 13.11.2005 and also the fact that the civilian director Satish Kumar Thapar was not connected with the company in the aforesaid period. Directions were issued for the needful to be done and for filing affidavit of compliance. 11. On 1.11.2012 an affidavit from respondent No.2 was filed which was taken on record and a copy was also given to the petitioner. He took time to examine the affidavit. Thereafter, the petitioner filed an affidavit in response to the respondent's affidavit and a prayer was made that the matter may be decided on the basis of the written arguments on record. 12. On 1.5.2013 the application of the respondent for condonation of delay in uploading the digital version of form No.21 was allowed and the ROC was directed to accept the uploading of the digital version. 13. In support of the contempt petition, the petitioner who appeared in person, submitted that the respondents have disobeyed not only the directions contained in the judgment of Sikri, J.(as he then was) rendered on 31.5.2005 but have also flouted the directions issued by Manmohan, J on 19.1.2011 and by Indermeet Kaur, J ....

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.... removed him and for the same reason the appointment of the civilian director would cease to have effect from the date of his appointment itself. Apparently, when this was pointed out, the respondents realised that the particulars given in Form 32 were inaccurate and sought 4 weeks time for compliance. Time was granted. Thereafter, both sides were in agreement that a fresh form should be filed with the ROC to show that the petitioner continued as Director from 23.9.1996 to 13.11.2005 and accordingly, this Court, by order dated 19.1.2011, suggested that both the sides should find out as to what steps have to be taken by the respondent company to achieve this objective. It is necessary to mention here the significance of the date 13.11.2005. This is because the annual general meeting of the company was called on 14.11.2005 and notices for the same were sent to everyone concerned, including the petitioner. The company had earlier received two notices from its shareholders proposing a resolution for the removal of the petitioner from the office of the director. Copies of these notices and the proposed resolutions were also sent to the petitioner on 31.10.2005. The petitioner however di....

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....6.2011, the official in the office of the ROC suggested an alternative, which was to generate an electronic Form 21 and get the order of this Court scanned. On 6.7.2011, the respondent generated e-form 21 providing the details as per the orders of this Court i.e. that the petitioner continued as a director from 23.9.1996 till 13.11.2005. A scanned copy of the order of this Court passed on 19.1.2011 was also sent along with the e-form. On 7.7.2011, the receipt of the e-form 21 was acknowledged by the ROC. 18. It was thus stated in the affidavit that it was only on account of the e-filing system that the Form No.32 was not accepted and after considerable efforts and discussion with/guidance from the office of the ROC that the Form No.21 was generated electronically and filed along with a scanned copy of the order of this Court dated 19.1.2011. 19. The delay in filing the Form was condoned by the order of this Court passed on 1.5.2013 and the ROC was directed to accept the uploading of the digital version of Form 21. 20. Having regard to the above circumstances, I am unable to see any wilful or intentional disobedience of the orders of this Court on the part of the respondents. More....