TaxTMI 
TaxTMI 
2016 (11) TMI 167
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....by the office of Company Law Board and pass appropriate order for safekeeping such records. (d) Pass any such further orders as this Hon'ble Board may deem fit and proper in the facts of the case. 2. In the aforesaid application, the applicant precisely has contended that in terms of order dated 14/12/2015 of Company Law Board, the applicant had written to Respondent-I company to furnish information and documents as per details enumerated in para 9 of the Company Application 92/C-I/2016. It is alleged that despite having undertaken before the Company Laws Board, Respondent-I has failed to provide most of the requisitioned documents/information. The applicant further alleges that some minutes of the meeting provided by Respondent-I company on 1st Feb 2016 are at variance from the minutes of meetings which were provided to the nominee Directors of the applicant earlier. In a tabular statement the applicant has pointed out to various discrepancies/alterations in the minutes of the meetings held on 11/2/2008, 11/4/2008, 30/8/2008, 22/9/2008, 27/12/2008, 31/3/2009, 26/5/2009, 15/10/2009, 18/5/2010 and 30/6/2011. A comparison of the minutes reveals that there has been differenc....
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....ut that change of shareholding were duly recorded in the balance sheet and in the Auditor's report. Similarly the investment in R.S. India Wind Energy Private Ltd has also been duly recorded in the balance sheet and in the Auditors report. Learned Senior Counsel for Respondent-I emphasised that the decision making process was transparent and that the Petitioner was aware of the same. It is strenuously argued that there has been no criminality or malafide in recording the minutes and that no harm and prejudice has been caused to the Petitioner. 4. We have heard learned counsel for the parties in detail and have perused the case records. There is no dispute that there are several discrepancies in the photocopy of the minutes of meetings placed on record. There are vital differences like changes in the agenda, in the presence of participants and in the text of the meetings. The two sets of photocopy of the minutes of meeting dated 31.03.2009, placed on record are not only different in its font size but the signatures appeared on the same are also different. Besides the text of Agenda 4 and Agenda 7 in one set of minutes has been differently numbered as Agenda 3 and Agenda 6 res....
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.... shall not be less than twenty five thousand rupees but which may extend to one lakh rupees. Legislative intent clearly is that the affairs of the company are ought to be fully transparent. 5. It is pertinent to note here that Company Law Board in its order dated 16th October 2015 inter-alia has also observed that there has been existence of prima facie alteration and fabrication in the minutes dated 30th June 2011 of Respondent No. -I company. 6. The Order dated 14.12.2015 passed by the CLB is also relevant wherein Respondent 1 company undertook to supply required documents to the applicant. The relevant portion of the order is reproduced below: "Ld. Counsel of the Petitioner Mr. Sarkar has however pointed out that certain documents and information are required by the Petitioner which is necessary for adjudication of the matter. Mr. Vivek Singh, Ld. Counsel for Respondent No. 1 company states that let a communication be sent for the required information or documents and the same shall be furnished within two weeks from the date of receipt of the communication." 7. However despite assurance and statement given before the Company Law Board on 14.12.2015, the requisitione....
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.... thereupon to it in such manner as the Central Government may direct: Provided that if after investigation it is proved that:- (i) the business of the company is being conducted with intent to defraud its creditors, members or any other persons or otherwise for a fraudulent or unlawful purpose, or that the company was formed for any fraudulent or unlawful purpose; or (ii) any person concerned in the formation of the company or the management of its affairs have in connection therewith been guilty of fraud, then, every officer of the company who is in default and the person or persons concerned in the formation of the company or the management of its affairs shall be punishable for fraud in the manner as provided in section 447". 9. Applying the aforesaid provisions to the facts of present case there is no dispute that the applicant's shareholding is 37% in the equity capital of Respondent-I M/s R.S. India Wind Energy Pvt Ltd. Therefore, the applicant fulfils the criteria prescribed under Sub Clause (a) of Sec 213 and is entitled to move an application for conducting the investigation in to the affairs of Respondent 1 Company under Section 213 of Companies Act, 2013.....