2017 (11) TMI 1484 - HC - Companies Law

Forensic examination of various documents to determine whether those documents were forged and/or bear forged signatures and for other reliefs - Held that - A perusal of the record indicates that the appellant had filed a Company Application No.429 of 2007 on 29th September 2007, interalia praying that the sur-rejoinder filed by the respondent nos.1 to 5 be rejected on the ground that new documents cannot be permitted to be filed, after more than five years from filing of the said documents. The appellant, however, did not pursue the said company application in the year 2007 and belatedly chose to file an application in the year 2012 to refer some of the documents annexed to the sur-rejoinder for forensic examination. The application filed by the appellant for referring some of the documents for forensic examination in the year 2012 was after thought and was filed with an intention to delay the outcome of the Company Petition No.70 of 2006 filed by the appellant. In view, there is no infirmity with the impugned order passed by the Company Law Board. Appeal is devoid of merit.

Summary

Issues Involved:
1. Alleged oppression and mismanagement.
2. Alleged illegal increase in share capital.
3. Alleged forgery and fabrication of documents.
4. Request for forensic examination of documents.

Detailed Analysis:

1. Alleged Oppression and Mismanagement:
The appellant filed a Company Petition (70 of 2006) under Sections 397 and 398 of the Companies Act, 1956, alleging oppression and mismanagement against the respondent no.1-company and others. The appellant claimed that the shareholding pattern was altered to the detriment of the appellant and other brothers, reducing their collective shareholding from 80% to 22%. The appellant argued that the company was managed exclusively by Mr. Nand Lal Gupta, who allegedly assured equal distribution of the company's assets but later resiled from this commitment.

2. Alleged Illegal Increase in Share Capital:
The appellant contended that the respondent no.1-company's share capital was increased multiple times without proper notice to the shareholders, diluting the appellant's shareholding. The respondent nos.1 to 5 argued that the increase in share capital was necessary to address the company's financial difficulties, including repayment of loans, meeting salary payments, and settling excise demands. They maintained that all shareholders, including the appellant, were given opportunities to subscribe to the additional shares, but the appellant chose not to participate.

3. Alleged Forgery and Fabrication of Documents:
The appellant alleged that the respondent nos.1 to 5 had forged and fabricated various documents, including income tax and wealth tax returns, to manipulate the shareholding pattern and control of the company. The appellant claimed that signatures on several documents were forged. The respondent nos.1 to 5 countered that the appellant and his family members had filed their tax returns based on the company's balance sheets, indicating their knowledge of the company's affairs.

4. Request for Forensic Examination of Documents:
The appellant filed Company Application No.471 of 2012, seeking forensic examination of documents annexed to the sur-rejoinder filed by the respondent nos.1 to 5. The appellant alleged that these documents were forged and/or bore forged signatures. The Company Law Board dismissed the application, noting the significant delay in filing the application and the lack of specific allegations of forgery in the initial pleadings. The Board emphasized that allegations of fraud, forgery, and coercion must be pleaded with necessary particulars, which were absent in this case.

Conclusion:
The High Court upheld the Company Law Board's decision to dismiss the appellant's application for forensic examination of documents. The Court found that the appellant's allegations of forgery and fabrication were vague and lacked specific particulars. Additionally, the Court noted that the appellant had delayed raising these issues, which appeared to be an afterthought to delay the proceedings. The Court directed the National Company Law Tribunal to expedite the hearing of the Company Petition No.70 of 2006 and dispose of all pending applications within six months. The interim protection granted to the appellant was extended for four weeks to allow time for filing a special leave petition.