9911796707
TMI Blog2010 (10) TMI 922X X X X Extracts X X X X X X X X Extracts X X X X ..... Companies Act and section 420 of the Indian Penal Code, 1860 and other sections as applicable ; restoration of statutory auditors with retrospective years ; investigation of the company for the period in which the business was under the control of the respondents ; and restoration of shareholding/ directorship of petitioners. 2. Brief averments of the petitioners : The petitioners are the directors and shareholders of the company. The first respondent-company was incorporated on April 26, 1981, as a private limited company with its registered office at Berhampur in the State of Orissa, with an object of hotel business with a share capital of Rs. 15 lakhs consisting of 15,000 equity shares of Rs.100 each. The subscribed and paid-up capita ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... acting as directors of the company. The third respondent is the mother of Mohan Chandra Patra, the third petitioner and second respondent. She being illiterate and ignorant, she fell victim in the hands of the second respondent. The second respondent indeed fraudulently transferred the shares of the petitioners, inserted his wife as whole-time director and his son as the general manager and he himself declared as the managing director of the company, violating the provisions of the Companies Act, 1956. On verification of the annual report of 2007, the first petitioner found himself as neither the director nor even a member of the company. The second petitioner found himself with 15 shares though initially he was allotted 1,408 shares, as re ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... respondent and the third respondent together hold 73 per cent. of shares of the company, because the documents enclosed herein disclose that the petitioners themselves have admitted the sale and transfer of shares to the second respondent. Thereby the second respondent says that the allegations raised by the petitioners is vexatious, speculative and clear abuse of the process of law. 4. The second respondent further stated that this petition itself is liable to be dismissed on preliminary objections as the first and the second petitioners signed upon verifying affidavits on August 26, 2009 and the third petitioner on August 22, 2009, whereas the petition was shown as signed by these petitioners on October 8, 2009, i.e., far after signing ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s wife s name by filing Form No. 2 on May 25, 2009, without offering it to the existing members with an ulterior motive of reducing the petitioners stake in the company and introducing non-members in private limited company in contravention of article 20 of the articles of association of the company. He appointed his own wife as a whole-time director by filing Form No. 32 on November 15, 2008 and also changing his position from whole-time director by filing Form No. 32 on March 19, 2009, without any resolution to that effect. The petitioners further stated that the second respondent created evidence by filing forged documents disclosing transfer of shares. The second respondent has not filed any instrument of transfer as contemplated under ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he petition and rejoinder. 8. Whereas the respondents counsel argued that this petition should be summarily dismissed as there are innumerable defects in filing this petition. The petition itself is not supported by verifying affidavit as mentioned in regulation 14(6) and (7) of the Company Law Board Regulations, 1991 and also in violation of regulation 18 of this Regulations as there is no authorisation from the petitioners authorising this authorised representative to plead on behalf them. Apart from this, he submitted that petitioners Nos. 1 to 3 transferred the shares in the name of the second respondent which was indicated in the documents filed by the second respondent. He further submitted that the meetings were held from time to ..... X X X X Extracts X X X X X X X X Extracts X X X X
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