9911796707
TMI Blog2016 (11) TMI 167X X X X Extracts X X X X X X X X Extracts X X X X ..... dent-I company. Apparent misdeeds and dishonesty in the maintenance of minutes of the company in contravention of the provisions of the Act cannot be ruled out. Law makes the investigation comprehensive of all sorts of illegalities. Sub clause 1 clause (b) of section 213 is wide enough to include contravention of any law. There has been prima facia existence of malpractices in tampering of records, which cannot be overlooked. In the facts, it appears that deeper probe in the affairs of Respondent No. l company is necessary. There is also a prayer in the company application for an investigation in to the affairs of Respondent 11 Power Wind Ltd. However it has not been explained in the application as to under what circumstances a probe is necessary against Respondent 11 Company. In the absence of sufficient material to show that affairs of Respondent 11 Company necessitates investigation, the same cannot be allowed. - C.P. NO. 100 (ND) OF 2015 - - - Dated:- 22-9-2016 - M.M. KUMAR AND S.K. MOHAPATRA, JJ. ORDER 1. This is an application filed by the applicant Petitioner M/s PTC India Financial Services Limited in Company Petition No. 60 of 2015, seeking the following dir ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tiple versions of minutes books and perhaps also maintains different version of other records of the company. It is submitted that unless reliefs as prayed for are allowed, the applicant apprehend that the company in complete control of Respondent-I may indulge in further fabrication of minutes and other statutory records. 3. Per Contra, Respondent-I has placed a chart based on allegations made in the application relating to the disputed ten minutes of the meetings. It was pointed out that in case of five disputed minutes, comparison has been made with unsigned copies of the minutes, which are not authentic. Learned Senior Counsel for Respondent-I contended that relations between the Petitioner and Respondent-I were very co-ordinal at the relevant time with their offices adjoined in the same building. Many a times draft minutes were given to the Petitioner who never asked for signed copies of the minutes. It is contended that the draft copies of minutes cannot be compared with the originals. As regards the minutes where signatures are different, it is contended that no advantage can be derived by Respondent-I company by giving two different set of minutes having the same content ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nder Singh Yadav's name appears only in one set of the minutes. There are glaring differences in the two sets of various minutes provided by the company. There are even differences in the texts of the minutes. Such alterations in the minutes of meetings even if within the knowledge of Petitioner is of no excuse. It is also immaterial whether such alteration and improper recording of minutes has extended any advantage or not to the Respondent-I company. Once the minutes have been recorded in the Minute's Book and signed, the minutes attract the presumption contained in Section 195 of Companies Act, 1956. There is thus a prescribed procedure for correction of any factual error in the minute's book. However there cannot be two sets of minutes of a meeting. Prima facie, the minutes book of Respondent-I company has not been maintained as per the provisions of Section 193 of the Companies Act, 1956 (Section 118 of Companies Act 2013). There appears to have been violations of provisions of law in the maintenance of the minutes of the proceedings of Respondent 1 Company. The Companies Act is designed to ensure the authenticity of the minutes of meetings of the company. Under se ..... 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(i) not less than one hundred members or members holding not less than one tenth of the total voting power, in the case of a company having a share capital; or (ii) not less than one fifth of the persons on the company's register of members, in the case of a company having no share capital, and supported by such evidence as may be necessary for the purpose of showing that the applicants have good reasons for seeking an order for conducting an investigation into the affairs of the company; or (b) on an application made to it by any other person or otherwise, if it is satisfied that there are circumstances suggesting that:- (i) the business of the company is being conducted with the intent to defraud its creditors, members or any other person or otherwise for a fraudulent or unlawful purpose, or in a manner oppressive to any of its members or that the company was formed for any fraudulent or unlawful purpose; (ii) persons concerned in the formation of the company or the management of its affairs have in connection therewith been guilty of fraud, misfeasance or other misconduct towards the company or towards any of its members; or (iii) the members of the compa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... any. Apparent misdeeds and dishonesty in the maintenance of minutes of the company in contravention of the provisions of the Act cannot be ruled out. Law makes the investigation comprehensive of all sorts of illegalities. Sub clause 1 clause (b) of section 213 is wide enough to include contravention of any law. There has been prima facia existence of malpractices in tampering of records, which cannot be overlooked. In the facts, it appears that deeper probe in the affairs of Respondent No. l company is necessary. 10. There is also a prayer in the company application for an investigation in to the affairs of Respondent 11 Power Wind Ltd. However it has not been explained in the application as to under what circumstances a probe is necessary against Respondent 11 Company. In the absence of sufficient material to show that affairs of Respondent 11 Company necessitates investigation, the same cannot be allowed. 11. In view of the above , CA 92/C-I/2016 is partly allowed by holding that it is a fit case to direct Central Government to take steps to investigate into the affairs of Respondent No. 1 company M/s R. S. India Wind Energy Pvt. Ltd. 12. The next date of hearing is fixe ..... X X X X Extracts X X X X X X X X Extracts X X X X
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