9911796707
TMI Blog2013 (9) TMI 779X X X X Extracts X X X X X X X X Extracts X X X X ..... t was therefore not possible to impute any contumacious conduct on the part of the respondents - They have made all efforts, bonafide to comply with the orders of the court. There were a few other allegations by the petitioner - He had objected to the appointment of Lt. Col. Rajiv Kohli - He was an ex-serviceman who was inducted as an additional director only with the permission of the Director Resettlement, Ministry of Defence - His appointment was confirmed in the annual general meeting. The petitioner’s claim that all actions of the respondent company prior to the judgment of this Court on 31.5.2005 should be recalled and that inasmuch as they were not recalled there was disobedience, was without any force - There was no such direction in the judgment - Even otherwise, section 290 of the Companies Act takes care of the situation - It says that all acts done by a director shall be valid, notwithstanding that his appointment was afterwards discovered or declared to be invalid - The actions of Satish K Thapar, civilian director, cannot therefore be held invalid - Those actions cannot therefore be recalled - there was no merit in the contempt petition – Decided against Petitio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pt petition on the ground that the respondents have failed to carry out the aforesaid directions of this Court. On 22nd April, 2009, the respondent entered appearance and filed a reply including a copy of Form 32 submitted with the ROC on 5.10.2005 in compliance with the directions of this Court. According to this Form, the respondents informed the ROC that Col. Sachar (the petitioner herein) was appointed as director w.e.f. 13th July, 2005 and the Additional Director, Satish Kumar Thapar, resigned from directorship on 13th July, 2005. This Court noticed that the aforesaid compliance was not proper and in conformity with the judgment of Sikri, J rendered on 31.5.2005. It was observed by this Court that since the removal of the petitioner was itself held illegal, he would continue to be a director on all relevant dates, including the dates on which the respondents claimed to have removed him, and for the same reason, the appointment of Satish Thappar having been found to be null and void, he ceased to be a director from the very date on which he was appointed to the Board. 7. When this was pointed out by this Court to the respondents, one more opportunity was prayed for to effect ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... drawn to the written submissions dated 6th August, 2007 filed by the counsel for the petitioner. 14. On behalf of the respondents, my attention was drawn to the written submissions dated 25.4.2007. It was pointed out further that the directions issued on 19.7.2012 by this Court were complied with and an affidavit to that effect was filed before this Court on 1.11.2012. It is also submitted that the annual general meeting of the company was called and conducted on 14.11.2005. It is submitted that in the above circumstances there was no deliberate defiance of the directions of this Court. Even the delay in submitting the prescribed Form to the ROC was on account of the change in the practice of accepting the physical Form, to the filing of digital Form, due to which the respondents had to face some difficulty. An application for condonation of delay was filed before this Court and this Court had, by order dated 1.5.2013, condoned the delay and directed the ROC to accept the uploading of the digital version of the Form. It is submitted that in the above circumstances, there was no disobedience or flouting of the orders of this Court. 15. I have considered the rival contentions an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e company w.e.f. 14.11.2005. This fact was also communicated to the petitioner by the respondents by letter dated 26.11.2005 (Annexure P-19). It was because of this development, which was made known to the Court, that the Court on 19.1.2011 observed that a fresh Form had to be filed with the ROC showing that the petitioner continued as director from 23.9.1996 to 13.11.2005, as he had been removed from 14.11.2005. Immediately thereafter an affidavit was filed on behalf of the respondent dated 13.7.2011, a copy of which was given to the petitioner. On 19.7.2012 this Court noticed that the earlier directions given on 19.1.2011 had not been complied with; it accordingly directed the respondent to file the Form 32 (in physical form) with the ROC. An affidavit of compliance was directed to be filed within two weeks. An affidavit of compliance was filed which was taken on record on 1.11.2012 to which the petitioner wanted to respond. His response was also taken on board. Eventually, on 1.5.2013, the delay in filing the prescribed form with the ROC was condoned and the ROC was directed to accept the uploading of the digital version of Form 21. 17. A perusal of the affidavit dated 13.7.20 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... en to the petitioner. In its order dated 31.5.2005, the allotment was made amongst 6 shareholders of the company including the petitioner. In its order dated 31.5.2005 the Court had granted liberty to the respondent company to make allotment of these shares in accordance with law. 21. Pursuant to order dated 19.1.2011 (Manmohan, J.) the company filed digital Form 21 after discussion with the office of ROC and after taking their guidance. However, the company was directed by this Court (Indermeet Kaur, J.) on 19.7.2012 to file Form No.32 with the ROC. This direction was complied with on 29.10.2012. I do not therefore see any disobedience of the orders of this Court. The compliance with the orders of the court took some time on account of technical problems which were beyond the company s control. It is therefore not possible to impute any contumacious conduct on the part of the respondents. They have made all efforts, bonafide to comply with the orders of the court. 22. There are a few other allegations by the petitioner. He has objected to the appointment of Lt. Col. Rajiv Kohli. He is an ex-servicemen who was inducted as an additional director only with the permission of the D ..... X X X X Extracts X X X X X X X X Extracts X X X X
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