TaxTMI 
TaxTMI 
2015 (7) TMI 337
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....email dated 25.04.2012, when the petitioner had categorically communicated his resignation and had requested the Board of Directors to take the same on record with immediate effect, the Respondents refused to do the same. On 26.04.2012. Respondent No. 3 had sent an email to the petitioner to state that the petitioner cannot resign until all the liabilities incurred by the Company are cleared. Subsequently, the respondents had in what was styled as a general meeting allegedly held on 20.07.2012, made various baseless allegations against the petitioner. Notwithstanding the fact that those allegations are vague, baseless and untenable on facts and law, the petitioner humbly states that they are extraneous to the subject matter of this petition. In fact, it may be noted that even Respondent No. 3 had submitted his resignation citing certain untenable and baseless allegations against the petitioner and the same has been accepted by the Board in the same meeting. In spite of categorical resignation by the petitioner, the respondents continue to remain in default by not filing the requisite Form No. 32 with the Registrar of Companies even as of the date of this company petition. Res....
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....orrowed several lakhs of rupees from various persons, allegedly on behalf of the company. The respondents submitted that these were unilateral decisions of the petitioner and were neither approved by the Board of directors of the Company, nor were such borrowings brought to the knowledge of the board and shareholders. The petitioner was unable to secure contracts for the Company, and the contracts claimed to have been obtained by him were in fact non-existent. The loans obtained by the Petitioner were in default, and the creditors began demanding repayment. In response, the petitioner began avoiding the creditors, stopped answering their calls, messages or emails, which led to the creditors contacting the registered office of the company for payment, and issuing notices to the Company at his address. It is at this time that the Respondents No. 2 and 4 even became aware of the liabilities created by the petitioner. The petitioner and second respondent convened an extraordinary general meeting of the Company on 13.04.2012 to take stock of the beleaguered situation of the company and to determine measures to address this situation. It was decided at this meeting that the Respondent No....
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....ents for payments to the creditors and goods and service providers. However, the petitioner refused to even discuss these issues. Instead, the petitioner would pass the numbers and contact details of the other directors and shareholders of the Company to the creditors and goods and service providers who were, by this time, very upset and angry at the lack of response from the company. In fact the liability, which the respondents found was almost Rs. 60 lakhs was not fully applied for the purposes of the company. Further, the borrowings undertaken by the petitioner ostensibly on behalf of the company were impermissible, since the company is a private limited company. Accordingly, the respondents decided to file a complaint with the jurisdictional police station at Hebbagodi, Bangalore against the petitioner on 14.08.2012. The petitioner and the other shareholders of the company were summoned to the police station on the basis of this complaint on 15.08.20I2. Discussions were held by the shareholders on these issues at the police station, including the responsibility for settlement of the liabilities of the Company. The directors of the company were then directed by the police to con....
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....erved. The matter was heard and reserved for orders and the order is being passed on the basis of counter filed by the respondents and on the basis of the pleadings and oral submissions made by the learned PCS for the petitioner. It is an admitted fact that the petitioner is named as first director of the Company in the Articles of Association of the R1 Company and the petitioner is continuing as director. The petitioner signed certain documents in the capacity as director such as notice calling for the AGM, director's report annexed to the balance sheet as at 31.03.2011. The grievance of the petitioner is that he has resigned from the post of director vide his letter dated 25.04.2012 sent by email to the Board of directors of the R1 Company, and the Company received the said resignation letter, However, the respondents have not accepted the resignation of the petitioner. It is seen that the Respondent No. 3 vide his letter dated 26.04.2012 addressed to the petitioner, wherein it is stated that the petitioner cannot resign as director of R1 Company until all liabilities incurred by the Company at the behest of the petitioner between October, 2010 to April, 2012 are cleared to t....
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....de to it by any member or creditor of the company or by the registrar, make an order directing the company and any officer thereof to make good the default within such time as may be specified in the order. (2) Any such order may provide that all costs of and incidental to the application shall be borne by the company or by any officers of the company responsible for the default. (3) Nothing in this section shall be taken to prejudice the operation of any provisions in this or any other Act imposing penalties on a company or its officers in respect of any such default as aforesaid.'' 5. From the plain reading of the above provision of the Act, it is crystal clear that if the company made default in complying with any provisions of this Act which requires it to file or register with or deliver or send to, the Registrar any return, account or other documents, or to give notice to him of any matter, fails to make good the default within 14 days after the service of notice on the company requiring it to do so, the CLB on an application made to it by any Member or Creditor or by the Registrar, make an order directing the company and any officer thereof to make good the ....