1999 (10) TMI 658 - HC - Companies Law

Issues Involved:
1. Validity of the petitioner's status as a Director.
2. Wrongful withholding of company property.
3. Jurisdiction and maintainability of petitions under section 482 of the Code of Criminal Procedure.
4. Compliance with the Board of Directors' resolutions.

Detailed Analysis:

1. Validity of the Petitioner's Status as a Director:
The petitioner claimed to be a lifetime Director of the company as per Article 29 of the Memorandum of Articles of Association. However, the respondents argued that the petitioner ceased to be a Director due to his absence from three consecutive Board meetings. The trial court found that the petitioner had indeed absented himself from the meetings and thus ceased to be a Director. This finding was supported by the Board's resolution and the company's records. The petitioner contested this in civil court, which was pending.

2. Wrongful Withholding of Company Property:
The petitioner was found guilty under section 630 of the Companies Act, 1956, for wrongfully withholding the company's motor cycle and records. The trial court imposed a fine of Rs. 200 and ordered the return of the properties. The petitioner's revisions were dismissed by the Sessions Court, Coimbatore, and subsequent petitions under section 482 of the Code of Criminal Procedure were also dismissed by the High Court. The court emphasized that the petitioner, as an officer of the company, was obligated to return the property regardless of his directorial status.

3. Jurisdiction and Maintainability of Petitions under Section 482 of the Code of Criminal Procedure:
The petitioner filed multiple petitions under section 482, which were dismissed by the High Court. The court noted that the petitioner should have sought special leave from the Apex Court if aggrieved by the earlier orders. The repeated filing of petitions on the same grounds was deemed an abuse of the process of law. The court highlighted that inherent powers under section 482 should be used sparingly and not to circumvent statutory bars or create multiplicity of proceedings.

4. Compliance with the Board of Directors' Resolutions:
The court found that the company had passed a resolution to recover its property from the petitioner, which was supported by evidence. The petitioner was served with a notice to return the property but failed to comply. The court held that the petitioner was bound by the Board's resolution and his failure to return the property justified the complaints under section 630.

Conclusion:
The High Court dismissed the petitions, affirming the trial court's orders. The court reiterated that the petitioner's repeated attempts to challenge the orders under section 482 without new grounds constituted an abuse of process. The petitioner was directed to comply with the Board's resolutions and return the company property. The pending civil suit was deemed a separate matter and did not affect the criminal proceedings under section 630.

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