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2020 (8) TMI 342
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.... Understanding (MOU) dated 21.12.2005 was entered into between Mr. Deepak Khosla, Mr. R.P. Khosla, MRL and Mr. Vikram Bakshi. The project was joint venture between the Khosla Group and Mr. Vikram Bakshi. Bakshi Group was to finance and manage the entire project while MRL was the special purpose vehicle for the execution of the project. The terms of the MOU required transfer of shareholding in MRL by Khosla Group to Vikram Bakshi on certain conditions. 3. Pursuant to the MOU dated 23.12.2005, Mr. Vinod Surah and Mr. Wadia Prakash (nominees of Mr. Vikram Bakshi) were appointed as Additional Directors of MRL. An agreement dated 31.03.2006 was executed between Ms. Sonia Khosla, wife of Mr. Deepak Khosla, Mr. R.P.Khosla, MRL and Mr. Vikram Bakshi, whereby 51% shareholding in the Company was transferred to Mr. Vikram Bakshi. 4. However, the Project never took off and certain inter-se disputes led to a Petition being filed, under Sections 397 and 398 of the Companies Act, 1956, by Ms. Sonia Khosla, against Bakshi Group. 5. Principle grievance in the petition was the reduction of her shares in the Company from 49% to 36% and mismanagement of the affairs of the Company in a manner oppres....
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....arnt that Ms. Sonia Khosla's presence was shown in the meeting, who, according to the Petitioner, was allegedly in London on the said date. The CLB disposed of C.A. No. 1/2008 and quashed the appointment of the three Additional Directors appointed by Ms. Khosla on 11.12.2007 and 18.12.2007, respectively. 11. At this juncture Ms. Sonia Khosla filed an application under Section 340 Cr.PC before the CLB alleging filing of forged documents before the CLB. During its pendency another Petition Crl. Misc. (Co.) No. 3/2008 was filed in this Court seeking prosecution of the Respondents under Sections 195(i)(b)(ii) read with Section 340 Cr.PC, alleging that the Minutes of the AGM of the Company held on 30.09.2006 were forged. Inaction by the CLB was sought to be the reason for approaching this Court. Litigation between the parties at this stage took a new dimension and triggered several cases being filed in this Court and finally before the Supreme Court. 12. The Application for perjury was based on the alleged false claims made by the Bakshi Group in C.A. No. 1/2008, including forgery in the Minutes of the AGM dated 30.09.2006. The main premise of the allegation was the presence of Ms. So....
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....ed the matters before us at length on the previous occasions, at the stage of conclusions of the arguments, the learned Senior Counsel Mr. Cama appearing for Khosla Group suggested for an early decision of the Company Petition before the CLB as a better alternative so that at least main dispute between the parties is adjudicated upon at an early date. He was candid in his submission that the issues which are subject matter of these two Special Leave Petitions and arise out of the proceedings in the High Court, have their origin in the orders dated 31.1.2008, which is an interim order passed by the CLB. He thus, pointed out that once the Company Petition itself is decided, the issues involved therein namely whether Board meeting dated 14.12.2007 was illegal or whether Board meeting dated 30.9.2006 was barred in law would also get decided. In the process the CLB would also be in a position to decide as to whether minutes of AGM of the Company allegedly held on 30.9.2006 are forged or not and on that basis application under Section 340 Cr. PC which is filed before the Company Law Board would also be taken care of by the CLB itself. Learned Senior Counsels appearing for the Bakshi Grou....
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....re the CLB. However, we make it clear that if any exigency arises necessitating some interim orders, it would be open to the parties to approach the CLB for appropriate directions. 24. Both these petitions are disposed of in the aforesaid terms. All other pending I.As including criminal contempt petitions and petitions filed under Section 340 Cr. PC are also disposed of as in the facts of this case, we are not inclined to entertain such application. No costs." 18. After the order of the Supreme Court, Crl. Misc. (Co.) No. 3/2008 filed under Section 340 Cr.PC seeking initiation of proceedings for perjury alleging that the Minutes of AGM dated 30.09.2006 were forged and in which the Court had directed the Registrar (Vigilance) to conduct an inquiry was dismissed by the Court. The Court was of the view that in view of the Order dated 08.05.2014 passed by the Supreme Court all the disputes were now required to be adjudicated by the CLB/NCLT and the order of the Supreme Court superseded the orders and directions earlier passed by the Court in the said Application being C.A. No. 1089/2018. Relevant part of the order is as under:- "14. A perusal of the order of the Supreme Court date....
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....on is not to be heard. Disputes raised by the petitioner are to be adjudicated upon by the Company Law Board/NCLT. The order of the Supreme Court dated 8.5.2014 supersedes the orders and directions passed by this court on 16.8.2010. The said order dated 16.08.2010 was passed to aid in adjudicating this petition. As the petition itself does not survive in this court to be adjudicated, the respondents were not required to comply with the order dated 16.08.2010. I need not deal with the other submissions of the petitioner. 19. There is no merit in the present application. No case of contempt is made out. Same is dismissed." 19. In the present Petition the Petitioner alleges that pleadings by the Respondents in the counter affidavit filed in C.C.P. (Co.) No. 1/2009 are replete with false statements and reliance has been placed on forged and fabricated documents. Mr. Deepak Khosla argues that it is stated in the affidavit on oath that Mr. Vinod Surha and Mr. Wadia Prakash were elected as Regular Directors in the Extraordinary General Meeting (EGM) held on 28.06.2006, which is in stark contrast to the previous stand in C.A. No. 1/2008 that they were elected to a further tenure in AGM ....
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....d which is without prejudice to the rights of the applicant to raise them in due course." 20. Broadly understood, the claim of the Petitioner is that if the claim of the Respondents in C.A. No. 1/2008 is that they were elected in the AGM held on 30.09.2006, then no EGM took place on 28.06.2006 and they were not elected in the said EGM. As a corollary if they had been elected in the EGM then a claim of having been elected in the AGM held on 30.09.2006 is false and the Minutes are forged, making the Respondents liable to punishment for perjury. 21. In my view the allegations in the present petition, directly or indirectly touch upon the Minutes of the AGM of 30.09.2006, which is the subject matter of adjudication before NCLT. While Mr. Khosla urges that this petition can be independently decided as it relates to the alleged EGM and certain other issues raised therein, but on a holistic reading of the petition, this Court is of the opinion that any decision in the present petition will have a bearing on the genuineness of AGM dated 30.09.2006 and other aspects sub-judice before NCLT, as the controversies are intrinsically linked. 22. It is apparent from the order passed by the Supr....