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TMI Blog2015 (6) TMI 729X X X X Extracts X X X X X X X X Extracts X X X X ..... Petitioners' own case, they have also filed a civil suit, bearing Suit No.595 of 2011, in the Court of Civil Judge, Sr. Division, Baroda against the Respondent No.2 and two others to whom the Respondent No.2 has illegally sold the Company's land by misusing forged and fabricating documents. Furthermore, as is seen from the reliefs clause of the petition, the petitioners have sought cancellation of various Returns filed by the Company with the Registrar of Companies in the year 2010 and 2011. This petition came to be filed on 18/07/2014. However, the Petitioners have not offered any sound and convincing reason as to why they approached the CLB after such inordinate lapse of time. It appears that the Petitioners have filed this Petition with ulterior objective with respect to the grievances arising out of the MOU mentioned hereinbefore. On this ground also, the Petition deserves to be dismissed.Petition suffers from acute unexplained delay and lathes. Moreover, the Petition has been filed with collateral purpose. - Application not accepted & accordingly disposed off. - C.P No. 67 of 2014 - - - Dated:- 2-1-2015 - Shri. Ashok Kumar Tripathi, J. For The Petitioner : Shri Pan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and documented on 10/07/1998 between Mr. Pankajbhai S. Patel, Shaileshbhai S. Patel and Alpanaben P. Patel (promoters) and the Company, on one hand, and Mr. Bhaskar Chandra Mohanty, (Respondent No.2), Mr. Navneet S. Patel and Mr. Ajit Keshari Samal (Mohanty Group), on the other hand, inter alia, agreeing that the Mohanty Group shall acquire the company at a consideration of ₹ 57,00,000/- by making payment of ₹ 14,00,000/- to the promoters and ₹ 43,00,000/- to Bank of India in satisfaction of the loan availed from the said Bank and replacement of personal guarantee of Mr. Hasmukhbhai G. Patel by the personal guarantee of Mohanty Group. The said MOU came to an end due to default committed in payment of consideration as per the terms detailed in the MOU. The other terms and conditions are more .explicitly and descriptively detailed in the MOU dated 10/07/1998. On the same date i.e. 10/07/1998 by a separate document titled as Agreement of Possession , the Mohanty Group was placed in possession and control of the business of the Company including its fixed assets. Further a General Power of Attorney was also executed on 10/07/1998 authorising the Mohanty Group to act ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Mohanty Udaynath Prabhakar 10 0_00 6.67% Mohanty Udaynath Di amber 10,000 6.67% Mohanty Pranbandu Chitaran 'an 5,000 3.33% Gopaldas Bibhutibhusa n 5,000 3.33% Bibhutidas Pratibha 51000 3.33% Naik Digamber Priyambada 5,000 3.33% 2.4 On behalf of the Petitioners, It has been alleged that since the Mohanty Group did not make payment of consideration of ₹ 14,00,000/- to the promoters as agreed and the MOU dated 10/07/1998 as well as the extended MOU dated 01/01/1999 having come to an end by default, the Mohanty Group lost all rights, title and interest and, therefore, the promoters did not transfer any shares to the Mohanty Group and did not resign from the Board of Directors of the Company. According to the Ld. Counsel, the Respondents dishonestly and illegally made changes in the shareholding pattern of the Company ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rry out investigation under Section 156(3) of the Cr.P.C and submit report before the Ld. Magistrate. Aggrieved and dissatisfied with the order dated 03/03/2011 passed under Section 156(3) of the Cr. P.C by the Ld. Magistrate, the Respondents moved the Hon'ble High Court of Gujarat vide Criminal Miscellaneous Application No. 4074 of 2011 under Section 482 of the Cr.P.C. with a prayer to quash and set aside the impugned complaint, being Enquiry Case No. 17 of 2011, pending in the Court of JMFC, Savli. According to the Ld. Counsel for the Petitioners, the Respondents failed in their desperate attempt to make out a case for exercising the powers under Section 482 of the Cr.P.C of the Hon'ble High Court and, therefore, the said Criminal Misc. Application No. 4074 of 2011 was dismissed by the Hon'ble High Court of Gujarat vide order dated 17/01/2012 declining to quash and set aside the said impugned complaint. 2.7 It was further argued that being aggrieved and dissatisfied with the order dated 17/01/2012 passed by the Hon'ble High Court of Gujarat in Criminal Misc. Application No. 4074 of 2011, the Respondents moved the Hon'ble Supreme Court of India by SLP (Crimi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... that the Respondent No.2 made an application under Section 21 of the Companies Act, 1956 seeking approval of the Registrar of Companies, Gujarat, Ahmedabad, for change of name of the Company from M/s Hem Plast Health Care Private Limited to M/s Times Life Science Private Limited on the strength of the so called special resolution dated 19/10/2005 shown to have been passed by the shareholders of the Company in their extra ordinary general meeting. It was submitted that the application for change of name of the Company was made and approval for change of name of the Company was also deceptively obtained by the Respondent No.2 by misleading the ROC, Gujarat, Ahmedabad, on the basis of false facts and purported resolution dated 19/10/2005 since the purported EOGM dated 19/10/2005 was never called, or held and no such decision for change of name of the Company was ever taken by shareholders of the Company in any meeting, since the entire shareholders of the Company has been held by the Petitioners and no notice of any such meeting was ever received by them and no such meeting was ever attended by them. It was, therefore, contended that approval for the change of name of the Company ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in the Court of Civil Judge, Sr. Division, Baroda against the Respondent No.2 and two others to whom the Respondent No.2 has illegally sold the Company's land by misusing forged and fabricating documents. Furthermore, as is seen from the reliefs clause of the petition, the petitioners have sought cancellation of various Returns filed by the Company with the Registrar of Companies in the year 2010 and 2011. This petition came to be filed on 18/07/2014. However, the Petitioners have not offered any sound and convincing reason as to why they approached the CLB after such inordinate lapse of time. It is, therefore, established that the petition patently suffers from acute delay and lathes on the part of the Petitioners, and on this ground the Petitioners are not entitled for any discretionary reliefs sought by them in the petition. 6. Furthermore, it appears that the Petitioners have filed this Petition with ulterior objective with respect to the grievances arising out of the MOU mentioned hereinbefore. On this ground also, the Petition deserves to be dismissed as held in the case of RE Ballador Silk Ltd. Ch. D 671 wherein it has been held as under : A petition which is lau ..... X X X X Extracts X X X X X X X X Extracts X X X X
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