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2020 (8) TMI 342 - HC - Companies LawOppression and Mismanagement - Offence of perjury - reduction in shareholding in the Company from 49% to 36% - mismanagement of the affairs of the Company - oppression to the minority shareholders - making false and contradictory averments in the Counter Affidavit filed by Respondent No.3 - Section 340 of Cr.PC - HELD THAT - 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. It is apparent from the order passed by the Supreme Court in MR. VIKRAM BAKSHI ORS. VERSUS MS. SONIA KHOSLA (DEAD) BY LRS. 2014 (5) TMI 749 - SUPREME COURT , which was a consent order, that the parties chartered a course of action for further litigation and the path chosen was to have the entire dispute decided before the then CLB (now NCLT). In fact, it was the Petitioner Group which had put forth before the Supreme Court that once the Company Petition is decided, the connected issues of the alleged illegalities in the various Board Meetings would be taken care of, including allegations qua AGM held on 30.09.2006 - It is not disputed by Mr. Khosla that the NCLT is even currently seized of the Petitions/ Applications, as referred to in the order of the Supreme Court, between the two Groups. Thus in the light of the order of the Supreme Court in MR. VIKRAM BAKSHI ORS. VERSUS MS. SONIA KHOSLA (DEAD) BY LRS. 2014 (5) TMI 749 - SUPREME COURT , it is not proper for this Court to entertain the present Petition at this stage. Petitioner may approach the NCLT, in accordance with law, if so advised. In all probability once the proceedings pending before the NCLT end, the creases shall be ironed out with respect to the EGM also. Nonetheless, in case the issues raised herein still survive after the proceedings end before NCLT, it shall be open to the Petitioner to approach this Court, in accordance with law - Petition disposed off.
Issues Involved:
1. Alleged perjury by the Respondents through false and contradictory statements. 2. Dispute over the validity of the AGM dated 30.09.2006 and the EGM dated 28.06.2006. 3. Jurisdiction of the High Court versus the Company Law Board (CLB)/National Company Law Tribunal (NCLT). 4. Interim arrangements and status quo maintenance during the litigation. Detailed Analysis: 1. Alleged Perjury by the Respondents: The Petitioner filed the present Petition under Section 340 Cr.PC, seeking prosecution of the Respondents for alleged perjury. The core of the allegation is that the Respondents made false and contradictory statements in their Counter Affidavit filed in C.C.P. (Co.) No. 1/2009. Specifically, it was claimed that Mr. Vinod Surha and Mr. Wadia Prakash were elected as Regular Directors in the EGM held on 28.06.2006, which contradicts their previous claim in C.A. No. 1/2008 that they were elected in the AGM held on 30.09.2006. The Petitioner argued that such discrepancies indicate that the Respondents relied on forged and fabricated documents. 2. Dispute Over the Validity of the AGM and EGM: The dispute centers around the validity of the AGM held on 30.09.2006 and the EGM held on 28.06.2006. The Petitioner contends that if the Respondents were elected in the AGM on 30.09.2006, then no EGM took place on 28.06.2006, and vice versa. The authenticity of the Minutes of the AGM dated 30.09.2006 is particularly contentious, as it was alleged that Ms. Sonia Khosla, who was purportedly present at the AGM, was actually in London at the time. This matter was previously directed for inquiry by the Registrar (Vigilance) as per the Court's order dated 15.02.2010. 3. Jurisdiction of the High Court versus CLB/NCLT: The Supreme Court, in its order dated 08.05.2014, directed that the disputes, including the application under Section 340 Cr.PC, be adjudicated by the CLB (now NCLT). The Supreme Court's order superseded earlier directions by the High Court, indicating that the High Court should not proceed further with Crl. Misc. (Co.) No. 3/2008. The High Court, therefore, dismissed the present Petition, emphasizing that the NCLT is currently seized of the related petitions and applications. The Court suggested that the Petitioner may approach the NCLT for resolution of the issues. 4. Interim Arrangements and Status Quo Maintenance: The Supreme Court, while directing the procedural course of action, also considered the interim arrangements. It was noted that there was a complete deadlock in the affairs of the Company, and the project had not progressed. The Supreme Court ordered the parties to maintain the status quo during the pendency of the company petition before the CLB, with the provision that parties could approach the CLB for interim orders if necessary. Conclusion: The High Court disposed of the Petition, stating that the allegations and disputes should be resolved by the NCLT as directed by the Supreme Court. The Court did not express any view on the merits of the case or the inter-se litigation between the parties. The Petitioner was given the liberty to approach the NCLT and, if necessary, return to the High Court after the NCLT proceedings concluded. The Petition was dismissed with no orders as to costs.
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