2010 (2) TMI 588 - HC - Companies Law

Action against the three respondents herein under section 340(1) Cr. P.C. read with sections 195(1)(b) and 195(4) Cr. P.C. for their having committed acts of perjury, etc., in the petition under section 397/398 of the Companies Act seeked Held that - In view of the fact that the respondents Mr. Vinod Surha and Mr. Wadia Prakash have claimed before the Company Law Board to have been appointed as directors in the AGM which they had held on 30-9-2006 showing the petitioner Sonia Khosla also to be present in that meeting, being the shareholder as well as the director of the company, while her passport shows that she had left India on 16-9-2006 and come back on 3-10-2006, this aspect definitely needs to be enquired into. However, before any final decision is taken by this court for exercising the powers under section 340(2) Cr. P.C. for making a complaint to the Magistrate, this court deems it fit to hold a preliminary enquiry for looking into the claim of the petitioner that she was not in India during the period from 16-9-2006 to 3-10-2006 and for that reason she could not have been present in the AGM of the company which respondent Nos. 2 and 3 herein had allegedly held on 30-9-2006 and so the minutes of 30-9-2006 are fabricated. Issue remanded

Issues:
1. Application under section 340(2) of the Code of Criminal Procedure for action against respondents under section 340(1) Cr. P.C. for perjury in a petition under section 397/398 of the Companies Act.
2. Disputes between two groups in a company regarding director appointments and AGM proceedings.
3. Allegations of forgery and fabrication of documents related to AGM minutes.
4. Seeking prosecution of respondents under various sections of IPC.
5. Jurisdiction of the court in initiating action under section 340 Cr. P.C.
6. Need for a preliminary enquiry into the genuineness of AGM minutes.

Analysis:
1. The petitioner filed an application under section 340(2) of the Cr. P.C. seeking action against respondents for perjury in a Companies Act petition. The petitioner alleged that the respondents committed acts detrimental to the company, leading to disputes and legal proceedings before the Company Law Board.

2. Disputes arose between the two groups within the company regarding director appointments and AGM proceedings. The petitioner sought removal of certain directors, leading to conflicting claims and applications before the Company Law Board.

3. The petitioner accused the respondents of forgery and fabrication of AGM minutes to support their claims. Allegations included false statements regarding director appointments and the presence of the petitioner at the AGM, despite evidence showing her absence during that period.

4. The petitioner sought prosecution of the respondents under various sections of the IPC for their alleged fraudulent actions. The court was requested to make a complaint to the Magistrate based on the evidence presented, including passport records and flight confirmation.

5. The jurisdiction of the court in initiating action under section 340 Cr. P.C. was questioned, with the petitioner highlighting the need for judicial intervention due to the nature of the offenses affecting the administration of justice.

6. To ascertain the genuineness of the AGM minutes and the petitioner's presence, the court ordered a preliminary enquiry by the Registrar (Vigilance) to investigate the claims and inspect relevant records. The report was required to be submitted within six weeks to aid in making a final decision regarding the prosecution of the respondents.

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