2013 (12) TMI 174 - HC - Companies Law

Maintainability of Petition u/s 237 (a) (ii) of the Companies Act, 1956 or not Held that - Under Section 237(1) (a) of the Companies Act, petitioner has the remedy of approaching the Central Government at the first instance for investigation of the affairs of the company by an inspector to be appointed by the Central Government - The power of the Court to issue such a direction under Section 237 (a) (ii) of the Companies Act would arise only if the Central Government fails to take appropriate action. Relying upon Alembic Glass Industries Ltd., In re 1971 (8) TMI 124 - HIGH COURT OF GUJARAT - the Court may decline to exercise jurisdiction under Section 237 (a) (ii) of the Companies Act till the Central Government disposes of the matter pending before it under Section 237 (b) - allegations made are vague and general, they do not make a case for any investigation being directed by this Court - The petition is dismissed and it is left open to the petitioner to approach the Central Government or the Tribunal if he so desire, with making specific case Decided against Petitioner.

Summary

Issues:
1. Petition under Section 237 (a) (ii) of the Companies Act, 1956 regarding alleged fraudulent activities by a company.
2. Jurisdiction of the Court to direct investigation of a company's affairs under Section 237 (a) (ii).
3. Availability of remedies before the Central Government and Tribunal in cases of company fraud.

Analysis:
1. The petitioner, claiming to be the Ex-Secretary of a company, filed a petition alleging fraudulent activities by the company, including failure to hold elections and provide relevant records. The petitioner sought an investigation into the company's affairs under Section 237 (a) (ii) of the Companies Act, 1956.

2. The Court examined the petition and found that the petitioner had already taken legal actions by filing a suit for fresh elections and making an application under Section 234 of the Companies Act. The Court noted that the petitioner could approach the Central Government for investigation under Section 237 (a), and the Court's power to direct such investigation arises only if the Central Government fails to act.

3. Referring to a judgment of the Gujarat High Court, the Court emphasized that the Company Court's jurisdiction is not restricted by remedies before the Central Government. However, the Court highlighted that the Companies Act now allows approaching the Tribunal for investigation, providing an additional remedy not available when the Gujarat High Court judgment was delivered in 1971.

4. The Court dismissed the present petition as the allegations were deemed vague and general, not warranting a Court-directed investigation. The petitioner was advised to approach the Central Government or Tribunal with a specific case if desired. The Court clarified that its decision should not prejudice any future actions by the petitioner before the Central Government or Tribunal.

5. Additionally, the Court noted the petitioner's history of legal actions, including previous suits and writ petitions, indicating a pattern of litigation. The Court highlighted that the petitioner had the option to file fresh writ petitions for relief instead of pursuing the Section 237 (a) (ii) petition, which was ultimately dismissed.

This detailed analysis of the judgment from the Allahabad High Court provides insights into the legal considerations surrounding petitions under the Companies Act, jurisdiction of the Court, and the availability of remedies for addressing fraudulent activities by companies.