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2021 (10) TMI 137 - HC - Companies LawPresence of the Director(petitioner Sonia Khosla) in the AGM - it is claimed that in the AGM which they had held on 30/09/06 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 16/09/06 and come back on 03/10/06 - HELD THAT - It is essential to observe that the petitioner through her legal representative vide the applications Co.Appln. Nos. 577/2020, 602/2020 and 625/2020 seeks the compliance of directions dated 16.8.2010 i.e. the submission of the affidavits of the parties, as directed thereby, verifying whether or not any AGM was actually held on the date 30.9.2006 and whether they attended the same and whether or not Ms. Sonia Khosla ( the original petitioner (since deceased)) was present in that meeting with the then petitioner Ms. Sonia Khosla having also been directed to produce her passport with VISA entries on the date fixed that was 26.8.2010. Co.Appln. No. 1089/2018, which was filed by the petitioner also sought the enforcement of the order dated 16.8.2010 of this Court and initiation of contempt proceedings against the accused. It is this express prayer which has been dismissed vide order dated 3.12.2018 of the Co-ordinate Bench of the Court as disposed of by Hon ble Mr.Justice Jayant Nath vide order dated 3.12.2018. The prayers that have been made by the applicant, i.e., the legal representative of the deceased petitioner, vide Co.Appln. Nos. 577/2020, 602/2020 and 625/2020 have necessarily to be placed before Hon ble Mr. Justice Jayant Nath in view of the order dated 3.12.2018 qua Co.Appln. No. 1089/2018 - Subject to orders of the Hon ble the Chief Justice, the proceedings of the Co.Appln. Nos. 577/2020, 602/2020 and 625/2020 and Crl.M.(Co.) No.3/2008 be placed before Hon ble Mr.Justice Jayant Nath on 7.10.2021.
Issues Involved:
1. Petition under Section 340 of the Cr.P.C. for perjury. 2. Authenticity of AGM minutes dated 30.09.2006. 3. Stay orders from the Supreme Court and their implications. 4. Jurisdiction of the High Court versus Company Law Board (CLB)/National Company Law Tribunal (NCLT). 5. Contempt proceedings and compliance with court orders. 6. Withdrawal of Company Petition and its effect on proceedings. Issue-wise Detailed Analysis: 1. Petition under Section 340 of the Cr.P.C. for perjury: The petitioner, represented through her legal representative, sought proceedings under Section 340 of the Cr.P.C., 1973, against the accused without notice. The petition alleged that the minutes of the AGM dated 30.09.2006 were fabricated, as the petitioner was not in India on that date. The court initially directed a preliminary inquiry to ascertain the genuineness of the minutes. 2. Authenticity of AGM minutes dated 30.09.2006: The court noted discrepancies in the AGM minutes, which claimed the petitioner's presence despite her passport showing she was abroad. The Registrar (Vigilance) was directed to conduct a preliminary inquiry, which was completed and reported back to the court. The petitioner argued that the minutes were used in court proceedings to substantiate the respondents' claims before the Company Law Board, which amounted to perjury. 3. Stay orders from the Supreme Court and their implications: The Supreme Court stayed the operation of the High Court's order dated 15.02.2010. The petitioner contended that the stay was obtained by misleading the Supreme Court, as the case cited (Iqbal Singh Marwah vs. Meenakshi Marwah) dealt with different provisions of Section 195 of the Cr.P.C. The High Court decided to proceed with the petition without referring to the Registrar's inquiry report, as the stay order did not affect the matter's core issues. 4. Jurisdiction of the High Court versus Company Law Board (CLB)/National Company Law Tribunal (NCLT): The Supreme Court later directed that the Company Law Board should decide the main dispute, including the authenticity of the AGM minutes and the application under Section 340 Cr.P.C. Consequently, the High Court was instructed not to proceed further with the Criminal Misc. (Co.) No. 3 of 2008. This direction superseded previous High Court orders, transferring jurisdiction to the CLB/NCLT. 5. Contempt proceedings and compliance with court orders: The petitioner filed multiple applications seeking the enforcement of the High Court's order dated 16.08.2010, which directed the parties to file affidavits verifying the AGM's occurrence and the petitioner's presence. The High Court dismissed the contempt application, stating that the Supreme Court's order had superseded its previous directions, rendering the petition non-justiciable in the High Court. 6. Withdrawal of Company Petition and its effect on proceedings: The NCLT permitted the withdrawal of Company Petition No. 114/2007, which led the petitioner to argue that the Supreme Court's directions had become infructuous. The petitioner sought to revive the High Court proceedings to expedite the trial for perjury. The High Court noted that the matter should be placed before the judge who dismissed the previous application, indicating a procedural step rather than a substantive decision on the merits. Conclusion: The High Court's detailed judgment navigated through procedural complexities, jurisdictional boundaries, and the interplay between different judicial orders. The core issue of perjury related to the AGM minutes was ultimately directed to be resolved by the Company Law Board/NCLT, following the Supreme Court's directive. The High Court's role was effectively concluded, pending any further procedural clarifications from the Supreme Court or relevant judicial authorities.
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