TaxTMI 
TaxTMI 
TaxTMI 
2015 (7) TMI 622
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...., Karnataka measuring an extent of 7 acres and 23.80 guntas. The said 7 acres and 23.80 guntas are set out in the power of attorney as item l to 4 since they situate in different survey numbers viz. S Nos. 118, 119, 120 and 121 in Koppa Village, Jigani Hobli, Anekal Taluk. Under this power of attorney the company has been authorised by the said firm to sell, develop and execute documents on its behalf and carry on its business profitably. The said power of attorney empowers the company any other person authorized by the Board to represent the company. The petitioner states that it has by its letter dated 05.06.2002 requested financial assistance of Rs. 20 lakhs from the 8th respondent (TVS Finance & Services Ltd). For availing the said sum it has deposited the title deeds of the property for which it has already obtained power of attorney from Kamakshi Land Developers on 31.05.2000. The petitioner understands and believes same to be true that it had requested the 8th respondent to release the said sum of Rs. 20 lakhs to Maxworth Home Ltd on its behalf. The Maxworth Home Ltd has received a sum of Rs. 20 lakh as per the direction of the company from the 8th respondent. Th....
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....ed the sale deed on behalf of the company as authorized signatory. The enquires made by the petitioner reveals that Thangachan Thomas was not authorized by the Board of the company to execute any sale deed on its behalf pursuant to power of attorney executed by Kamakshi Land Developers in favour of the company. The petitioner states that the sale deed alleged to have been executed by said Thangachan Thomas in favour of the 9th respondent is null and void since he has no authority to execute the sale deed on its behalf. As set out earlier the general power of attorney executed by Kamakshi Land Developers on 31.05.2000 empowers the company or its representative authorized by the Board to deal with the property. The company never authorized as set out earlier to 'rhangachan Thomas to execute sale deed. Above all the sale consideration as set out in the sale deeds has not been accounted for in the hooks of the company. The petitioner understands and believe the same to b. true that a sale agreement alleged to have been executed in respect of the same property by the company as power of attorney of Kamakshi Land Developers on 30.09.2004 in favour of one S. Shekar, the 10th res....
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....le agreements apart from availing loan to the extent of Rs. 20 lakhs from 8th respondent by deposit of title deeds of the property, for which the company has obtained general power of attorney from Kamakshi Land Developers. Several lakhs of rupees have been received as consideration and none of the amounts have been accounted for in the books of company. Thus, both the group of directors have been benefited and they ignored the interests of the company and its shareholders. The petitioner states that the respondents 2 to 4 have not authorised any one to execute the sale deed. One Thangachan Thomas with the connivance of the respondents 2 to 4 alleged to have executed various sale deeds in favour of 9th respondent and benefited himself. The sale deed alleged to have been executed by the said Thangachan Thomas in favour of 9th respondent is null and void and not binding on the company, the petitioner and its shareholders. From the above facts it is clear that none of the respondents h to 12 are bonafide purchasers and they are not entitled to rely upon indoor management of the company since they have failed to take preliminary precautions as purchasers which they are bound to take no....
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....espondents 5 to 7 are duly appointed directors of the company. Only after noting Advertisement released on 25.02.2005 in Indian Express, the company has suddenly come to the knowledge of the O.S No.417/05 filed by the 8th respondent before the Principal Civil Judge, Bangalore and the orders passed thereon. On coming to know about the same, the company is taking suitable and necessary action to vacate the interim order passed by the Principal Civil Judge, Bangalore. The company never authorized any person to execute sale deed in favour of the 9th respondent at any time. The alleged sale deed executed in favour of the 9th respondent and the advertisement released in the newspaper in that regard are all without any authority and not valid at all. The respondent states that they never authorized Thangachan Thomas or any other person to sign any sale deed at any time and thus the sale deed was allegedly executed without authority. The act of Thangachan Thomas to execute the sale deed under false authority is a fraud committed by the said Thangachan Thomas in collusion with other persons including the 9th respondent. The entire transactions of the sale deed by Thangachan Thomas in favour....
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....out reference to others is false. The company is entitled to deal with the property which it has obtained general power of attorney from Kamakshi Land Developers. 5. The respondents 5, 6 and 7 tiled a memo dated 10.08.2005 stating that these respondents adopting the counter filed by the 1st respondent company. 6. The respondent No.8 filed reply statement to the petition. It is stated that one M/s. Lintas India Ltd had filed a company petition No.154 of 1999 as against M/s. Maxworth Country (India) Ltd under section 433 read with section 434 of the Companies Act, 1956 before the Hon'ble High Court, Madras for winding up M/s. Maxworth Country (India) Ltd. In such circumstances the directors of M/s. Maxworth Home Ltd, who are also directors of M/s. Maxworth Country (India) Ltd and the 1st respondent company, i.e M/s. Rishi Homes Ltd had approached this respondent seeking for financial assistance in order to enable M's. Maxworth Country (India) Ltd to settle its liability towards M/s. Lintas India Ltd. The directors of M's. Maxworth Country (India) Ltd had also agreed to tie up the financial assistance sought from this respondent by either transferring immoveable property in ....
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....r dated 15.06.2002 addressed by the 1st respondent company, the 8th respondent had paid a sum of Rs. 10 lakhs to M/s. Maxworth I tome Ltd, the receipt of which M/s. Maxworth home Ltd had acknowledged on 16.07.2002. Subsequently, M/s. Maxworth Home Ltd vide its letter dated 30.08.2002 addressed to this respondent suggested allotment of a residential flat at Bangalore near Airport, measuring 1450 sq ft of built up area with 1/3 of undivided share of land for a total consideration of Rs. 25 lakhs instead of residential plots at Bannerghatta. Bangalore. The alternative proposal suggested by M/s. Maxworth Home Ltd was not agreeable to this respondent. The respondent states that vide its letter dated 30.03.2004 addressed to M/s. Maxworth Home Ltd the respondent had called upon M/s. Maxworth Home Ltd to either register land measuring an extent of 13000 sqft at Bannerghatta, Bangalore i.e land proportionate to the consideration paid, in their favour or in the alternate to refund the sum of Rs. 11,17,636/- received with interest. M/s. Maxworth Home Ltd inspite of receipt of the said letter failed to respond. Upon enquiries made by this respondent, it was found that NI/s. Maxworth Home....
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....this respondent and the petition should be dismissed. 7. Heard the counsel appeared for the petitioner. None appeared for the respondents. From the perusal of attendance cum order sheets it is evident that the respondents are not appearing before this Bench since 2008 onwards for hearings. The Bench sent notices to the respondents by RPAD. The respondents 1, 8, 11 have been served. The notices sent to the other respondents returned with postal remark as left. The matter pertains to the year of 2005 and the Bench intend to hear and dispose of the matter on merits and records available. Before addressing the grievances of the petitioner on the relief's sought therein the brief facts are essential to mention here at. The present petition has been mentioned before this Bench on 01.04.2005 and this Bench at the time of mentioning the petition made it clear that any action of the respondents in relation to the subject property is subject to final outcome of the present CP. Thereafter the matter has been adjudicated on various dates from 2005 onwards. At some point of time the counsel appeared for the respective parties have submitted before the Bench that the parties are exploring t....
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.... assets of the company. The status of the company is not aware to the Bench whether the company is functioning and carrying out any business and whether the company is having any Assets. The petitioner has not produced any documents with regard to the functioning of the company and the Assets standing in the name of the company. In absence of the documents in relation to status of the company and its Assets, it is too late to appoint an Administrator to take charge of assets of the company in absence of the details of the assets whether moveable or immoveable which the company holds and possess. Therefore this relief cannot be granted by this Bench at this belated stage. With regard to the prayer (A) is concerned, the petitioner prayed this Bench to convene a general body meeting of the company to appoint proper Board of directors. It is an admitted fact that the petitioner is a shareholder holding 31,700 equity shares in the RI Company. The duty cast upon the company by a statute to hold its general and board meetings of the company as per law. Failing to hold the meetings the company will be in default. There is no mention in the petition with regard to non-holding of meeting Ho....
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....Maxworth Home Ltd and Rs. 8 lakhs to GIC Housing and Finance Ltd and Rs. 2 lakhs to M/s. Maxworth Home Ltd. The respondent No.8 further stated that the payments of monies have been made at the instance of the R1 Company and the R8 approached the R1 for registration of plots in its favour. Failing to register the plots in favour of the 8th respondent, the 8th respondent filed a suit in O.S No.417/2005 before the Principal Civil Judge, Bangalore against M/s. Maxworth Home Ltd and the R1 Company for appropriate reliefs. The 8th respondent stated that after verification of all the required documents this respondent released the amount to the R1 Company after receiving the title deeds of the property situated at Bangalore as collateral security. I do not see any malafides with respect to the transaction between the R1 Company and R8. Even the petitioner has admitted the fact that the 8th respondent had advanced the amounts to M/s. Maxworth Home Ltd. Therefore the allegations made by the petitioner against these respondents are baseless and liable to be rejected. With regard to the appointment of respondents 5 to 7 as directors of the R1 Company is concerned, the company stated that the ....