1996 (9) TMI 489 - HC - Companies Law

Summary

Issues Involved:
1. Legality of the Registrar's action in registering Form No. 32 filed by respondent No. 4 on April 22-23, 1992.
2. Failure to register statutory forms filed by the petitioners on June 10, 1992.
3. Alleged non-compliance with circulars dated October 24, 1961, and May 4, 1993.
4. Validity of the board meetings and resolutions passed by conflicting groups.
5. Impact of previous legal proceedings and judgments on the current dispute.

Detailed Analysis:

1. Legality of the Registrar's action in registering Form No. 32 filed by respondent No. 4 on April 22-23, 1992:
The petitioners challenged the Registrar's action of registering Form No. 32 filed by respondent No. 4, which indicated changes in the board of directors. The Registrar processed and registered this form on October 22, 1992. The Registrar justified this action by stating that the form was submitted within the statutory period and was in order as per section 303(2) of the Companies Act, 1956. The court found that the Registrar, being an administrative authority, acted within his jurisdiction and did not prejudice the petitioners' rights.

2. Failure to register statutory forms filed by the petitioners on June 10, 1992:
The petitioners filed Forms Nos. 2, 5, 23, and 32 on June 10, 1992, which were not taken on record by the Registrar. The Registrar cited discrepancies in the dates mentioned in the forms and the fact that the directors who filed these forms had already resigned as per the earlier registered Form No. 32. The court noted that the Registrar's decision was influenced by the information available at the time and the subsequent knowledge of the dispute between the parties.

3. Alleged non-compliance with circulars dated October 24, 1961, and May 4, 1993:
The petitioners argued that the Registrar violated the circulars which required him to withhold registration of conflicting forms until the dispute was resolved by a competent court. The court observed that the circular dated May 4, 1993, was not applicable as it was issued after the Registrar had already acted on the forms. The circular dated October 24, 1961, was relevant, and the Registrar should have followed its guidelines. However, the court concluded that non-compliance with the circulars did not nullify the Registrar's actions or prejudice the petitioners' rights.

4. Validity of the board meetings and resolutions passed by conflicting groups:
The dispute centered around the validity of board meetings held by the two factions. The petitioners claimed that their board meetings and resolutions were legitimate, while the respondents argued otherwise. The court referred to previous judgments, including the Company Law Board's decision in C.P. No. 29 of 1992, which recognized the respondents' board meetings as genuine. The court noted that these findings were not reversed by higher courts and thus held significant weight in the current dispute.

5. Impact of previous legal proceedings and judgments on the current dispute:
The court considered the impact of earlier proceedings, including the Company Law Board's decisions in C.P. No. 29 of 1992 and C.P. No. 30 of 1993, and the Madras High Court's judgment. These decisions had already addressed the issues of board control and management of the company. The court emphasized that the Registrar's ministerial act of registering Form No. 32 did not prejudice the petitioners' rights, as they had opportunities to establish their claims in the appropriate legal forums.

Conclusion:
The court dismissed the petition, noting that the Registrar's actions, although not strictly compliant with the circulars, did not prejudice the petitioners' rights. The previous legal proceedings had already addressed the core issues, and the petitioners had opportunities to present their case. The rule was discharged.