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TMI Blog2019 (7) TMI 1639X X X X Extracts X X X X X X X X Extracts X X X X ..... any. R3 is the Managing Director of another company namely M/S. Chennai Integrated Construction Company (Private) Limited who has entered into an agreement with the Petitioner and RI and R2 at threshold. It has been stated that in the year 2011, RI has entered into a Development-cumsale Agreement dated 07.12.2011 with the M/S. Chennai Integrated Construction Private Limited and Manai Builders (hereinafter referred to as "the builders") for the development and sale of the property belonging to RI Company for construction of multi-storeyed building in the said property. It is also mentioned that on the same day i.e. on the Sale Agreement dated 07.12.2011, RI Company deposited title deeds of the property to a person called T. Ramesh for getting loan. Thereafter on 30.10.2014, the Power of Attorney dated 07.122011 given to R3 and T.Ramesh was illegally cancelled and new General Power of Attorney dated 30.10.2014 was illegally executed in favour of R3 without any Board Resolution and without notifying this fact to the present Petitioner. Thereafter, R3 on 26.06.2015 executed illegal sale deed document No.2270/2015 and 2271/2015 in favour of R4, who in turn executed a General Power of At ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nd hand over the vacant possession as mentioned in the schedule of the property to such intending purchasers. In furtherance of the Resolution passed by wife and husband on 04.09.2014, since R2 executed Power of Attorney on behalf of RI Company in favour of R3 giving complete authority to this agent to convey sale deeds in favour of intending purchasers, this Petitioner, if at all has any grievance, ought to have filed suit for declaration assailing the Power of Attorney and Sale Deeds executed in furtherance of the Power of Attorney, but not this company petition for declaration of those sale transactions as null and void under the garb of Section 241 of the Companies Act 2013. 5. He has further narrated in his reply that it is not for the first time this kind of proceedings initiated against R3, in the past, R2 on behalf of RI had filed a Writ Petition before Madurai Bench of Hon'ble Madras High Court citing Joint Registrar as a party to the proceedings to get jurisdiction under Article 226 of the Constitution of India, but whereas Madurai Bench Hon'ble Madras High Court dismissed the writ petition by holding in Para 13 of the order stating "the execution of Power of Att ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s sought, for there being no relief asking for annulment of the Board Resolution dated 14.092014 passed by the Wife and the Husband, the Power of Attorney being executed by her husband/R2 basing on the Resolution dated 14.092014, no relief could be passed nullifying the power of attorney and the sale deeds thereafter come into existence unless it is decided that the Board Resolution dated 14.09.2014 is null and void. As to the Board Resolution, the petitioner has not sought any relief. R2, actively proceeding against R3 before various fora, has blissfully remained absent to this proceeding initiated by his wife. He says it is nothing but a collusive proceeding to abuse the process of law; therefore he has sought for dismissal of this case with heavy costs. 9. On hearing submissions of either side, it is evident that the Petitioner and R2 being Shareholders and Directors of RI Company, on 04.09.2014, they passed board resolution authorizing R2 to execute Power of Attorney in favour of R3 authorising him to alienate the asset of RL In pursuance of it, R2 executed power of attorney in favour of R3 authorising him to alienate the property of RI Company, accordingly R3 executed sale de ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cannot be called actions falling under the ambit of Section 241 of the Companies Act because to show that consequential acts of executing Power of Attorney and Sale deeds to third Parties are null and void, the petitioner has to prove that the Resolution passed on 04.09.2014 is fabricated behind the back of her and such action is intended to cause prejudice to the petitioner and it is indeed prejudicial to the interest of the petitioner. This petitioner has not tried to prove that aspect except making a passing reference in the oral argument that the Resolution dated 04.09.2014 was created. The petitioner has not even asked relief over it. As long as the Resolution dated 4.9.2014 is not nullified on the ground that act is prejudicial to the interest of the petitioner, the Power of Attorney executed in favour of R3 on 30.10.2014 cannot be called as invalid. Here the question of an outsider (R3) causing prejudice under section 241 would never arise, here the petitioner tried to abuse the process of law to obtain orders against R3 under Section 241 by including her husband (shown as man in the management of RI Company) as one of the Respondents, and this husband has remained absent. ..... X X X X Extracts X X X X X X X X Extracts X X X X
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