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2018 (3) TMI 1714
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....s also set ex parte on June 20, 2011. Respondent No. 29 has filed the counter, which has been adopted by respondents Nos. 7, 9, 10, 12 to 22 and 24 to 28. Respondents Nos. 2 and 3 have filed a separate counter. 2. The first respondent-company has been incorporated on March 13, 1980 having registration No. 8157 of 1980 and its registered office is at 9/101-C, Siruvani Main Road, Kalampalayam, Coimbatore-641 010. The authorised capital of the company at the time of filing the petition was Rs. 7,50,000 consisting of 7,500 equity shares of Rs. 100 each. The issued, subscribed and paid-up capital of the company is Rs. 6,10,000 consisting of 6,100 equity shares of Rs. 100 each. 3. The main object of the company is to carry on all or any business of diary, cheese, butter, egg and of manufactures and merchants of bacon, poultry, farming and livestock feeds and of poultry man, livestock breeders, hatchers, bakers, farmers, grocers and general provision merchants and dealers, etc. 4. The first directors of the company as per article 10 of the articles of association were Mr. K. Chinnasamy and Smt. C. Meena. As per article 11, the qualification of a director was to hold equity shares....
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....spondents Nos. 4 and 5 in an alleged board meeting dated March 26, 2008 by co-option and thereafter with effect from April 15, 2008 respondent No. 4 was shown to have been appointed as the managing director of the first respondent-company. In support of the same Form 23 is placed on the file. 7. It has been stated in the petition that another Form 2 dated May 7, 1998 was filed with the RoC on October 23, 2002 four and half years later whereby respondents Nos. 4 and 5 claim to have been allotted 100 equity shares each on May 7, 1998 copy of Form 2 is also placed on file. The petitioners have alleged that both these Forms are fabricated and not binding on the first respondent-company or the petitioners/shareholders. 8. The petitioners have also alleged that the manufacturing unit of the first respondent-company was handed over to a reputed company of the Godrej group and the facility was used by the said company. But, recently there arose a dispute between the first respondent-company and the Godrej group. The matter is still pending before the Civil Court in Coimbatore. 9. The petitioners have further alleged that respondents Nos. 6, 7 and 8 were also shown to have been ind....
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....e to be rectified only by the orders of the Tribunal. Having stated as above, the petitioners have prayed for the reliefs as follows : (a) Direction be issued appointing an inspector or such other person as this hon'ble Board deems fit, to investigate into the ownership of the company and the shareholding in the company ; (b) To rectify the members register in order to show the correct share holding and shareholders in the company including by removing the names of respondents Nos. 4 to 29 ; (c) To supersede the current board of directors who are allegedly in control of the affairs of the company and to direct the constitution of a fresh board in accordance with the wishes of the majority of the share holders in accordance with law ; (d) To direct the second to the seventh respondents to furnish a detailed account of what had taken place in the company including by directing an external auditor to investigate into the finances of the company and place the facts before this hon'ble Board ; (e) Appoint a chartered accountant to verify the books of account and to surcharge the respondents for the loss occasioned to the company on ac....
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....ng a criminal case in respect of running a finance company, and all their personal properties were attached by the Government, and they filed an insolvency petition before the Sub-Court of Erode in 1998, which has been transferred to the TANPID Court at Chennai, and taking advantage of the situation M/s. Godrej Agrovet Ltd., had substituted respondents Nos. 4 and 5 by using letter heads of the first respondent-company and are operating the factory owned by the first respondent-company in Kalampalayam, Coimbatore-10. However, M/s. Godrej Agrovet Ltd., has not been included in the array of respondents in the petition and no documents regarding the transactions with M/s. Godrej Agrovet Ltd., has been enclosed with the petition. 16. The second and third respondents have also prayed for passing an appropriate order for the proper formation of the board of directors with real shareholders for running affairs of the first respondent-company, smoothly. 17. Respondent No. 29 has filed the counter wherein the allegations contained in the company petition have been denied stating that the petitioners have not handed over their respective share certificates, is false and denied. The resp....
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....ome resolutions and inducted themselves as directors using the unfilled letter head papers and other documents signed by Mr. Chinnasamy. * The first respondent-company after raising capital by way of contributions from the petitioners had not received any capital contribution from any third parties or respondents Nos. 4 to 29 and the annual return filed by respondents Nos. 6, 7 and 8 purporting them to be directors with the name of 26 persons (respondents Nos. 9 to 29 excluding all the actual shareholder) as shareholders is a rank forgery and fraud in which respondents Nos. 2 and 3 had no role. * Respondents Nos. 4 to 29 had not contributed any capital to the company or received any share from the original shareholders of the company by way of any transfer. * On comparing the annual return made up to September 30, 1998 with the annual return made up to September 29, 2011 it is found that 1,400 shares were allotted to the fourth respondent Mr. S. P. Perumal which was against the order of the Company Law Board dated February 19, 2008 stating that the parties to the present proceeding will maintain the present status quo regarding the shareholding pattern in....
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....d with the RoC, the copies of which are placed on the file as annexures P4 and P5. 22. It is also an admitted fact that respondents Nos. 2 and 3, without the knowledge of the petitioners, entered into a private agreement with respondent No. 4 and his group and handed over the management of the first respondent-company to respondents Nos. 4 and 5, and their henchmen. 23. As per the report of the Commissioner, respondents Nos. 4 and 5, viz., Mr. S. P. Perumal and Mr. S. Vijayakumar had created documents by passing some resolutions and inducted themselves as directors using the unfilled letter head papers and other documents signed by respondent No. 2. The said letter head papers of the first respondent-company were given to the officials of M/s. Godrej Agrovet Ltd., for keeping as security for the dues, which the first respondent-company owed to them. Respondents Nos. 4 and 5 have got themselves inducted as directors of the first respondent-company by removing respondents Nos. 2 and 3, by passing resolutions on the said letter-head papers, without any authority. 24. It has also been stated that Form 2 was filed with the RoC on October 23, 2002 four and half years later, wher....
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.... consisting of Rs. 6,100 equity shares of Rs. 100 each. Respondents Nos. 2 and 3 in their reply have also admitted that the petitioners have contributed to the capital of the first respondent-company and were recorded as shareholders of the first respondent-company. 29. Respondents Nos. 1 and 2 have also admitted that the blank letter head papers of the first respondent with signature of the then managing director, who is respondent No. 2 in the petition, were given to the officials of M/s. Godrej Agrovet Ltd., for keeping the same as security for the dues owed by the first respondent-company to them, which have been used for creating documents, and the resolutions passed in the first respondent-company, is a rank forgery and fraud. 30. Respondents Nos. 2 and 3 have also prayed for passing an appropriate order for the proper formation of the board of directors with the real shareholders for running the affairs of the first respondent-company. 31. Respondent No. 29 has filed the reply which has been adopted by respondents Nos. 7, 9, 10, 12 to 22, 24 to 28. In the reply, it has been stated that the respondents have purchased the shares for a valid consideration. But, there i....