1. The present Company petition bearing CP No.69 of 2009 (TP No.43/HDB/2016) is filed by Smt.AnithaKedia, under sections 397 a 398 r/w 402 & 403 of the Companies Act, 1956, against Shruti Agro Farms Limited and 10 others, by inter-alia seeking;
1) To Permanently restraining Respondent No. 2 to 5 from acting as Directors of the R1 Company and from interfering with the day to day affairs of the Company;
2) To direct the Registrar of Companies (R-9) not to take cognizance of form No. 32 filed on 09.02.2005 and consequently declare that the Respondents 2 & 3 are not the Directors of the Company since 09.04.2004.
3) To declare sale deed executed by the Respondent No. 2 in favour of Respondent No. 4,6 to 8 vide registered document Nos. 3440 of 2006 , 6722 and 6723 of 2006 and un-registered sale deed executed by the respondent No. 2, which was subsequently validated vide file No. 791/AR/08 dated 07.01.2008 as void, illegal etc
2. The brief facts, leading to the filing of present Company Petition, as stated in the Company petition are as follows:
1) M/s.Shruti Agro Farms Limited(which is hereinafter referred to as Company) is a closely
held Public Limited Company incorporated at Andhra Pradesh under the provisions of the Indian Companies Act, 1956 having its Registered Office at 19-2-226, Miramlam Tank Road, Bahadurpura, Hyderabad, and its authorized share capital is Rs.2,15,00,000/- divided into 21,50,000 equity shares of Rs.10/- each paid up capital is Rs.2,12,40,000/- The objects of the Company is to carry on the business of estate owner, cultivators, planters, growers and manufactures of sellers, etc.; as vegetable growers and cultivators, tillers, etc.
2) The petitioner is a Director and shareholder of the Company by holding 17, 40,159 equity shares and its Managing Director is Mr.Jitender Kumar Kedia.
3) Initial Directors of the Company are Mahesh Kumar Kedia(Respondent No. 2 and Jitender Kedia. Subsequently Mr.Umesh Kumar Kedia (R-3) was inducted as a Director on 26.09.2002 and Mr.Ajay Kumar Kedia S/o Mahesh Kumar Kedia (R-2) was also inducted as Director of the Company in the year 2003 and also Ajay Kedia, who is the son of second respondent, was also made a Director.
4) During the continuation of the business of the Company, the Company has acquired various properties situated in and around Hyderabad and Ranga Reddy District for the purpose of running the Company and for the purpose of creating additional assets for the Company.
5) Subsequently, Mahesh Kumar Kedia, Umesh Kumar Kedia& Ajay Kumar Kedia have addressed separate letters dated 07.04.2004 by expressing their intention to resign from the post of Directors of the Company with immediate effects due to their other pre-occupations and engagements which need total attention and thus requested to accept the same.
6) Accordingly, the resignations of Respondent Nos. 2 to 4 have been accepted on 09.04.2004, and they had also disinvested their holdings in the Company. The Respondent No. 5 (Gulzarilal Kedia), as Additional Directors of the Company with effect from 09.04.2004. Accordingly Form No.32 was also filed before the Registrar of Companies duly signed by the existing Director namely Mr.Jitender Kumar Kedia during April, 2004.
7) Subsequently, Mr.Rajesh Kumar Agarwal was appointed as Addl Director of the Company with effect from 11.12.2004. Te Respondent No.5 also resigned from the Board of Directors of the Company vide his resignation letter dated 18.12.2004 and the same was duly approved, accepted. Accordingly, the above changes were duly intimated to the ROC by the Company by filing Form 32 dated 3rd January, 2005. So after resignation of respondent No. 2 to 5, only the Petitioner and her husband namely Mr.Jitender Kumar Kedia and Rejesh Kumar Agarwal remains Directors of the Company. And they are running the affairs of Company.
8) The Respondent No.2 & 5 by falsely claiming themselves to be still Directors of the Company, have executed several documents by selling away the properties of the Company. On enquiry, the following illegal actions came to light:
a) The Respondent Nos.2 to 5 have executed several transfer sale deeds by the 2nd respondent posing himself as the Director of the Company and executed a registered sale deed bearing Doc. No.3440 of 2006 before Sub-Registrar Office, Rejendranagar by way of transferring agricultural land admeasuring Ac. 6-00 situated at Manchirevula Village and Gram Panchayat, Rajendranagar Mandal, R.R.District in favour of none other than his son and ex-director of the Company namely Ajay Kumar Kedia;
b) The 2nd respondent has executed another two separate sale deeds dated 12.05.2006 before the Sub-Registrar Office, Shamshabad vide Registered Document Nos.6722 6t 6723 in favour of Pankaj Kedia who is relative of 2nd respondent, transferring agricultural land admeasuring Ac.3 and Ac.4-25 Gts respectively situated at Pedashapur, Shamshabad Mandal, R.R.District.
c) Mr. Shailesh Agarwal, who is Brother-in-law of the 2nd respondent had executed one registered Gift Sale Deed vide Doc.No. 3640 of 2008 dated 18.09.2008 transferring the agricultural land admeasuring Ac.5-25 Gts in Survey No.476 (P) situated at Manchirevula Village, Rajendranagar Mandal, R.R.District.
3. The Managing Director of the Company namely Jitender Kumar Kedia , has filed a reply dated 3rd April, 2017 on behalf of respondent No. 1, by inter- alia contending as follows:
1) As per annual returns of the Company, the petitioner is holding 17,40,159 equity shares. The Respondent Nos. 2 to 5 has resigned from the post of Directors of the Company. And Respondent Nos. 2 to 4, 8 St 11 have sold their shares to the Petitioner through the Share Transfer Deed duly signed and executed by the both. The transfer of 200202 no. equity shares through share transfer Form No.034594 executed on 30.01.2004 and 5,00,000 no. equity shares in the share transfer Form No. 160490 executed on 09.04.2004 from the Respondent No.2 to the Petitioner. The transfer of 20,000 no. equity shares through share transfer Form No. 160489 executed on 09.04.2004 and 3,74,000 no. equity shares in the share transfer Form No. 160491 executed on 09.04.2004 from the Respondent No.3 to the petitioner. The share transfer Form No.034596 executed on 30.01.2004 showing the transfer of 13,000 no. equity shares from the Respondent No.4 to the Petitioner. The share transfer Form No. 160488 executed on 09.04.2004 showing the transfer of 15,600 no. equity shares from the Respondent No.8 to the Petitioner. The share transfer Form No. 160484 executed on 09.04.2004 showing the transfer of 4,000 no. equity shares from the Respondent No. 11 to the Petitioner. Accordingly, the petitioner is total holding 17, 40,159 equity shares in the Respondent No.1 Company.
2) Respondent No.2 has filed a fake and fabricated Form DIN-3 dated 01.12.2007 affixed by the Digital Signature of the Respondent No.2 and Company Secretary Mrs. Rakhi Agarwal and showing the email of the Company as email@example.com, which was never been authorised by the Respondent No.1 Company, to appoint Respondent No.5 as Independent Director of the Respondent No.1 Company along with Form DIN-2 showing the email id of the Respondent No.2's Company firstname.lastname@example.org as the email of Respondent No.5 with the appointed date as 30.09.2004.
3) It is stated that Mr.Shailesh Agarwal, who is none other than the Brother-in-law of the Respondent No.2 had executed one registered Git Settlement Deed vide Doc.No.3640 of 2008 dated 18.09.2008 in favour of Respondent No.6, who is the wife of Respondent No.2 before the Sub-Registrar, Gandipet, which is a fraudulent Gift Settlement Deed executed by the Respondent No.2 with other Respondents, and the said illegal and fraudulent acts are clearly borne out by fraudulent documents executed by them without authority of law.
4) It is denied that any resolution was ever passed authorizing Respondent No.2 to execute any Sale Deed in favour of Anil Kumar Jhunjhunwala. The purported documents created are clearly fake and fabricated as at the time of so called sale deed in the year 2003-2004, the properties of the document are charged for the Borrowing Arrangement of working capital with State Bank of Mysore vide letter dated 14.07.2003 till 18.06.2004 which was further renewed till 2005. The 1st Respondent Company shall continue to be the legal owner of these properties by any reckoning and the fraudsters are liable for penal action under provisions of the Companies Act, 1956/2013 and also under the Indian Penal Code, 1860. The 1st Respondent Company reserves its rights to launch appropriate criminal proceedings against the said Respondents as per law.
5) It is affirmed that the Company Secretary of the 1stRespondent Company namely Mr.C.S.Vasanth Kumar Bajaj has verified the entire Company records pertaining to the Company before Registrar of Companies on 03.11.2006 vide Inspection/SRN No.A0545800, and it came to know that one forged Form No.32 alleged to have been filed on 09.02.2005 which was registered vide Document No.77 was found, and by way of which the Respondent No.2 & 3 have falsely created Form No.32 mentioning that with effect from 09.02.2005 they have been inducted as Additional Directors of the Respondent No.1 Company.
6) The Respondent Nos. 2 & 3 have managed and interpolated the records of the ROC and have got the unsigned Form No. 32 submitted on 09.02.2005 signed by Mr.Gulzarilal Kedia i.e., Respondent No.5 ,who was not the Director of the Respondent No.1 Company as on 09.02.2005. Hence, all the purported documents to have any authorization from the said Mr.Gulzarilal Kedia have no legal validity and the Respondents cannot take any advantage in this regard.
4. The petitioner has filed a rejoinder dated 24th Apn'1,2017 by contending as follows:
1) It is stated that the Respondent No.4 herein (Mr.Ajay Kumar Kedia) representing the Company by name M/s. Kedia Overseas Ltd., has filed a Suit bearing O.S.No.931 of 2006 against the erstwhile Director of the Petitioner Company by name Dr.Rajesh Agarwal and M/s.Shubham Transoceanic Private Limited claiming rights over the property held by the Petitioner Company, which was alienated by the Petitioner Company in favour of the said Shubham Transoceanic Private Limited. That during the course of the cross examination in the said suit, Ajay Kumar Kedia has categorically admitted that the Respondent No.5 herein, vide his letter dated 18.12.2004 has resigned from the post of additional Director of the petitioner Company and his shares in the Company also stands transferred to the petitioner as per the exhibits filed with the said suit. And the suit is pending on the file of the Hon'ble 1st Additional District Judge, Ranga Reddy District at LB Nagar.
2) It is further stated that the Company has neither passed any resolution authorizing the Respondent No.2 to sell the assets of the Company nor any such sale proceedings were ever credited in the Company's account. That the perusal of the Balance Sheets of the Company for the year 2003-2004 and 2005-2006 in which period the alleged illegal alienations are done unauthorizedly would reflect the fact that no such sale transaction were ever taken place with the approval of the Company and no sale consideration allegedly derived under such fraudulent transactions were ever credited and shown in the Balance Sheets of the Petitioner Company. It is further added that Company is an Income Tax Assessee having been allotted PAN No. AAECS5501P and in the Income Tax returns, the Company should disclose all its financial transactions done by the Company in that particular year. That having receipt of every years returns and after scrutiny the Income Tax Department will pass an assessment order and perusal of such assessment order passed by the Income Tax Department would clearly establish that in that particular financial year absolutely there was no capital gains in the Respondent No.1 Company's accounts which would make it clear that no sale consideration was ever credited in the account of the Company and the transactions done by the Respondent No.2 alienating the properties of the Company in favour of other Respondents are fraudulent transactions done without the knowledge and consent of the Company.
5. Mr. Mahesh Kumar Kedia (R-2) has filed a counter dated 30th November, 2009 by inter-alia stating as follows:
1) It is alleged that the petitioner is fraudulently holding 17, 40,159 equity shares through forged documents of relevant forms belonging 22 shareholders. He asserted that he along with respondent No. 5 are still Directors of the Company and can transact the business of Company. The Respondent No. 6 is gift holder of the property admeasuring Ac. 5-25 guntas through gift document bearing No. 3640 of 2008 dated 01.09.2008 situated in Manchirevula village executed by her brother Mr. Sailesh Agarwal Similarly Respondent No. 7 is also a gift holder of the property admeasuring Ac.2-35 guntas through the gift document bearing No. 143 of 2008 dated 10.01.2008 situated in Manchirevula village executed by her own father Mr. Anil Kumar Jhunjhunwala.
2) While admitting he has resigned as Director of the Company, asserts that he was re-inducted again as Director of the Company, effective from 05.02.2005 and the same was also brought to the knowledge of the ROC through the relevant form.
3) It is further stated that the Respondent No.5, who was Chairman of the Company had never appointed Mr.Rajesh Kumar Agarwal as Director from 11.12.2004 and his appointment was made without knowledge of other Directors supported 22 share holders. Mr. Rajesh Kumar Agarwal sold away the property of the Company admeasuring in area of Ac. 1-30 Gts in favour of another Director of the Company. And a suit for cancellation of the said registered document was filed before the II ASJ, R.R. District vide O.S.No.2196 of 2007 which is pending for adjudication.
4) The allegations that the fabricated the Form No.32 is filed with the ROC is denied as the same is also creation of the petitioner with the support of her husband. 5) It is admitted that the petitioner and Jitender Kumar Kedia are Directors of the Company. The affairs of Company are being handled by husband of the petitioner, and he was entrusted such responsibility by Respondent No.2 and other Directors of the Company with a fair opinion and confidence that he would discharge his duties fairly. However they are mis-managing affairs of the Company.
6. Mr. Umesh Kumar Kedia (R-3) has filed counter dated 30th November, 2009 by reiterating the averments of Respondent No.2 as briefly mentioned supra.
7. Mr. Ajay Kumar Kedia (R-4) has filed a separate counter dated 30th November, 2009 by inter-alia contending that the petitioner is not holding any shares, and the same are holding fraudulently. It is stated that he is one of the Directors of M/s.Kedia Overseas Limited, in which respondent No.2 is also the Director. M/s.Kedia Overseas Limited were offered with a proposal of sale by the respondent No.2 of the property admeasuring Ac.6-00 situated at Manchirevula Village, in Sy.No.476, Rajendranagar Mandal. Accordingly, M/s. Kedia Overseas Limited purchased the said property through the registered document No.2490 dated 21.02.2006. M/s.Kedia Overseas Limited being a separate organization is not prohibited from purchasing the properties of the Company irrespective relations with other Directors of the Company. It is further stated that the concerned MRO had also granted the mutation of the said property bearing proceeding No.B/96/2006 dated 02.05.2006 by issuing patta pass book and title books. However, the same property was alienated by sale by one Mr.Rajesh Agarwal alleging to be a Director in favour of M/s.Shubham Transoceanic without having any rights bearing document No. 10671/2006 dated 31.07.2006, while the first transaction was completed on 21.02.2006.Therefore, they have filed said suit bearing OS No. 931 of 2006 for cancellation of the same.
8. Mr. Gulzarilal Kedia (R-5) has also filed a counter dated 30th November, 2009 by interalia contending as follows:
1) He has also contended that the petitioner is fraudulently holding 17, 40,159 equity shares. They have holding 22 shareholders. He has also admitted that the Company has acquired properties. While admitting that Mahesh Kumar Kedia and Umesh Kumar Kedia have resigned but contended that they have been re-inducted as Directors, which was also intimated to the ROC, and that thus they are still continuing as Directors of the Company. And they are still holding their investments in the Company.
2) He has denied that he has resigned as a Director of the Company on 18.12.2004. He is not aware of the appointment of Mr. Rajesh Kumar Agarwal as Director on 11.12.2004, and no one can be appointed without his knowledge, being a Chairman. It is alleged that Mr.Jitender Kumar Kedia has deceived him by taking signatures on the blank papers and they were mis-utilised it for his selfish benefits. In order to avoid using the papers signed by him, he has also caused a public notice in Vaartha (Hindi and English) on 22nd July, 2009. He also agreed that the Company is under the control of petitioner and her husband. The petitioner and the Respondent No.1 are not calling for General Body Meeting or Monthly Board Meetings to discuss any affairs of the Company. He has also admitted that he does not have any record to substantiate his contentions/allegations against the petitioner as well as the Company since entire records are in the possession of Company headed by the Jitender Kumar and the petitioner.
9. Smt.Anitha Kedia (R-6) W/o. Mahesh Kumar Kedia (respondent No. 2) has also filed a separate counter dated 30th November, 2009 by inter-alia stating that she was unwarrantedly dragged into this case and she is only shareholder in the Company, and she was not concerned with any activities of the Company. She is interested to safeguard her investment in the Company to the extent of 5,00,000 equity shares worth of Rs.50,00,000/-. However, the petitioner with the conspiracy of her husband that her share capital had been fraudulently credited to their personal accounts and that they are enjoying the profit out of it without giving proper explanations. She has also filed a criminal complaint U/s 420 & 463 of IPC and the same were pending. She has contended that the gift deed in question executed by her brother, under any circumstances come under the purview of the present Company Petition.
10. Smt Komal Kedia (Respondent No. 7) W/o Ajay Kumar Kedia (Respondent No. 4) has also filed a counter dated 30th November, 2009 by inter-alia contending that gift deed executed by her father Mr. Anil Kukar Jhunjhunwala in question cannot be questioned before this Tribunal and all the allegations made against her are strongly denied.
11. Mr.Pankaj Kedia (Respondent No. 8) has filed a counter dated 30th November, 2009 by inter-alia stating that he was unwarrantedly dragged in to this case merely because he is a shareholder in the company. He is only interested to safeguard his investment made in the Company by way of equity shares. The investment made by her husband had fraudulently credited to their personal accounts and they are enjoying the profit out of it without giving proper explanations. Therefore he has filed a criminal complaint before the appropriate criminal court against the petitioner and the respondent No. 1 u/s 420 & 463 of IPC and the same is pending. The allegation that he was beneficiary of a fraudulent transaction is strongly denied. The two sale deeds evenly dated 12th May, 2006 is properly executed by the Company rep. by Mr. Mahesh Kumar Kedia in his favour by selling lands admeasuring an area of Ac.3-00 gts and Ac.4-00 gts. He has taken all precautions about the title of the property and the authority etc before purchasing the same.
12. The case was initially filed the then Company Law Board, Chennai. Subsequently, it is transferred to this Bench on its constitution. Accordingly the case has been listed on various dates for final hearing viz: 25.07.2016, 02.08.2016, 18.08.2016, 19.09.2016, 17.10.2016, 28.10.2016, 30.11.2016, 30.12.2016, 23.01.2017, 24.01.2017, 16.02.2017,14.03.2017, 20.03.2017, 03.04.2017, 17.04.2017, 26.04.2017, 04.05.2017, 08.05.2017 & 09.05.2017. It has been adjourned on the above dates at the request of the parties for one reason or the other. After concluding the arguments by the parties, they have also taken time to file their gist of arguments.
13. I have heard Shri.Milind G Gokhale, learned Senior Counsel along with Hari Krishna & Madhusudhan learned counsels for the Petitioner, Shri.Jitender Kumar Kedia, Managing Director of the Respondent Company & Shri. Arun Kumar Malani, learned counsel for the Respondent Nos. 2 to 8, 10 & 11. I have also perused all the pleadings of parties, along with material papers filed in their support and the extant provisions of Companies Act, 1956/2013. Shri.Milind G Gokhale, the learned Senior Counsel for the Petitioner, at the time hearing of case, while reiterating various averments made in various pleadings submitted from the inception of filing case, has further submitted as follows:
1) The Respondent Nos. 2 to 8 have filed their individual counters, but no counter is filed on behalf of Respondent Nos. 10 & 11. However Respondent No.4 representing himself and also representing others, under GPA had filed an application bearing CA No.94 of 2017. However, the CA is neither maintainable in law nor on facts for the simple reason that CA not only the respondents, who are arrayed as respondents in the main Company petition are arrayed as applicants but also add some third parties. The petitioner is holding 12,92,162 of shares out of total 21,24,000 equity shares of the Company as on the AGM dated 29-09-2007 and further the petitioner shareholding is increased to 17,40,159 equity shares as on the AGM dated 30-09-2008. Therefore the petition is very well maintainable.
2) The Respondent No. 2 to 5 were the erstwhile Directors of the Company, Respondent No. 6 (Smt.AnithaKedia) is the wife of the Respondent No. 2 (Mr.Mahesh Kumar Kedia), Respondent No. 7 (Smt.KomalKedia) is the wife of Respondent No. 4 (Mr.Ajay Kumar Kedia) and the daughter-in-law of the Respondent Nos. 2 & -6 and Respondent No 8 (Mr.Pankaj Kedia) is the son of Respondent No.10 (Smt.ArunaKedia) a R-11(Mr.VijenderKedia).
3) The Respondent Nos. 2 to 5 have not only resigned from the directorship on 09-04-2004. But they have also disinvested their shareholding in the Company by duly executing the share transfer forms as required under law and the Respondent No.5, who was inducted as director on 09-04-2004 has also resigned his directorship on 18-12-2004. Therefore the Respondent No.2 to 5 do not have any right, entitlement and stakes in the Company. However, they have transacting the business of the Company by executing impugned sale deeds in respect of the properties of the Company in favour of his kith and kin.
4) It is denied that the Respondent Nos. 2 & 3 have been re-inducted as the Additional Directors of the Company with effect from 07-02-2005 by the 5th respondent. In fact the 5th respondent himself
was not the director of the Company since he has resigned on 18-12-2004 itself. Therefore the appointments of Respondent No.2 & 3 and the filing of fabricated Form 32 to that extent he is illegal and the same is declared to be null and void.
5) The Company was incorporated on 09-08-1995 with two directors namely Mahesh Kumar Kedia (Respondent No. 2) and Jithender Kumar Kedia (the Managing Director of the Company) and it was later converted into Limited Company on 28-03-2003. The Respondent No. 3 (Umesh Kumar Kedia) was appointed as Director on 26-09-2002, Ajay Kumar Kedia (R-4) appointed as Director on 08-04-2002 and resigned on 09-12-2003 and re-inducted on 06-02-2004.
6) Mr.Rajesh Kumar Agarwal was appointed as Additional Director on 11-12-2004 and Respondent No. 5 (Mr.GulzarilalKedia) resigned on 18-12-2004 which was duly filed with ROC vide Form 32. The AGM dated 30-09-2005 clearly reflects that Respondent No.5 was appointed as director on 09-04-2004 and resigned on 18-12-2004. The letter dated 18-02-2003 sent by Gulzarilal Kedia (R-5) to ROC also clearly shows that he has resigned on 18-12-2004 and he has never appointed Respondent No. 2 & 6 as Additional Directors. The notarised affidavit of Respondent No. 5 dated 08-08-2013 shows that he has resigned. In addition, the Respondent No. 4 has also admitted the signature of GulzarilalKedia on the said resignation letter in his cross-examination made in O.S.No.931/2006 also admitted the impugned share transfers.
7) The respondent No. 2 to 5 having ceased to be Directors of the Company as stated supra, they don't have locus standi to interfere with the affairs of the Company and all the actions taken by them as impugned in the Company petition and the resultant actions are liable to be declared to be illegal and non-est in the eye law as they wrongful, burdensome and prejudice and oppressive to the interest of the petitioner, existing shareholders as well as public in general. And there is no other equally efficacious and remedy available to the petitioner except to approach this Tribunal under the provisions of Companies act as stated supra. And though the facts of case justify the winding up of the Company but it would unfairly prejudice all stake holders of the Company, and thus the Tribunal should have interfered in the matter as to put an end the affairs of Company as alleged in the petition by passing appropriate orders by exercising powers conferred on it by various provisions of the Companies Act 11956/2013 and law on the subject.
8) Even if the Respondent No. 2 & 3 were appointed as Additional Directors on 07-02-2005 as falsely claimed , their tenure would be till next AGM which in the present case is on 30-09-2005 and after 30-09-2005 they ceased to be the Additional Directors of the Company and as such the documents executed by the Respondent No.2 claiming himself as the Director of the Company are absolutely false and fabricated documents and the same are not binding on the Company and the Company cannot be deprived of its properties in any manner.
9) Purported unregistered sale deed is dated 07-10-2003 and its validation is dated 07-01-2008.is purportedly executed by the Company represented by Respondent No. 2 and the same is shown to be executed in favour of one Anil Kumar Jhunjunwala the father in law i.e., the wife's father of the Respondent No.4. This unregistered sale deed is fabricated by the Respondent No.2 and the fabrication is evident from the perusal of the Non Judicial Stamp Papers used whereas the first page is on the stamp paper dated 07-10-2003 and all other pages are on stamp paper dated 14-03-2002. Further as per the Transfer of Property Act, the unregistered sale deed do not confer any right and as on the alleged date of execution of the alleged unregistered sale deed the said property was charged with the State Bank of Mysore.
The description of the Company is shown as Private Limited Company which is incorrect since as on the said date of alleged unregistered sale deed the Company was a Limited Company and the registered office address is also not correct since on the said date the registered office was at Krupa Market, Malakpet not at Bahadurpura as falsely mentioned.
That as on the alleged date of unregistered sale deed the registered office of the Company was at Krupa Market, Malakpet and subsequently in the year 2004 the registered office is shifted to Bahadurpura and whereas in the purported sale deed the future address of the registered office is mentioned which clearly reflect that the said unregistered sale deed is fabricated on old stamp papers just before the revalidation in the year, 2008 and in fact the said unregistered sale deed never existed as on the date mentioned in the said sale deed.
The fabrication of the unregistered sale deed is further evident from the perusal of the recitals of the said sale deed wherein it is mentioned that the purported sale is effected as the Company was in dire need of financial support and in fact the perusal of the balance sheet of the Company for that particular year clearly reflects that the Companies capital was 52,00,400/- as on 31-03-2003 and reserves and surplus is shown as 52,88,012/- and further at page No.28 clearly shows that the Company has allotted 260020 fully paid up shares by way of bonus shares by capitalising the accumulated profits and as such the question of the Company being in dire financial needs do not arise as mentioned in the purported sale deed.
As on date the original link document is in possession of the Respondent No. 1 Company and the physical possession of the land covered under the purported sale deed is with the Company.
Validation of unregistered sale deed.
The above referred sale deed is validated by the Respondent No.2 on 07-01-2008 and as on the said date the Respondent No.2 was not the Director of the Company since he resigned Ions back on 09-04-2004.
Validation of an unregistered document and payment of stamp duty cannot confer any valid title and as on date the original link document is in possession of the Respondent No.1 Company and the physical possession of the land covered under the purported sale deed is with the Company.
14. "Xxx xxx xxx"
15. Mrjitender Kumar Kedia, Managing Director of the Company in person representing the R-1 Company along with his counsel Dr.S.V.Ramakrishna had confirmed the various material averments made by the petitioner in the CP. And he also denied the actions of the Respondent No. 2 to 5 and those actions are not only violated Articles of Association of the Company but also against the law, therefore the CP is to be allowed.
16. Shri. Anil Kumar Malani, learned counsel for the respondent Nos. 2 to 8 & 10 and 11 , while reiterating the various averments by their respective respondents as briefly stated supra, has further contended as under:
1) The various contentions and allegations made by the petitioner are not at all tenable and they are liable to be rejected. The petitioner is not holding 10% shareholding in the Company to maintain the present petition under section 397/398 of the Companies Act, 1956. There is no sales of shares to the petitioner by the respondent at any point of time, and did not pay any consideration for the same and the share transfer forms filed by the Respondent No.1 Company along with counter dated 17-04-2017 to the Amended Company Petition are only blank signed forms in possession of the husband of the Petitioner, which are given to him for use in case of any exigency as the Company is a joint family run concern.
2) It is further alleged that the husband of the petitioner, who is at the helm of affairs of the Company, fraudulently executed all the share transfer forms in his wife's name (petitioner) and effected transfer in the books of accounts of Company to look genuine. The evidence given in a cross-examination in a case cannot be relied upon in other cases.
3) It is further stated that transactions made by the Respondent No.2 are legally valid and the Respondent No.2 was director before resignation on 09-04-2004.
4) He has further submit that the Deputy Collector and Tahsildar, Rajendranagar Mandal, issued notice dated 06-06-2008 calling for objections over the sale deed dated 07-10-2003 and gift settlement deed No. 143/2008 and thereafter only they were accepted. Aggrieved by the said proceedings, Mr Jitender Kumar Kedia representing R-1 Company has filed an appeal before the Special Grade Deputy Collector & Revenue Divisional Officer, Rejendranagar Division, Ranga Reddy District, against the order of the Deputy Collector EtTahsildar, Rajendranagar Mandal Case No. C/6491/2012, final order was passed on 28-11-2015. It is stated that the finding in the order is that the Director of the firm (Dr Mahesh Kumar Kedia) has resigned on 07-04-2004 prior to which he executed the sale deed on 07-10-2003 in favour of Mr.Anil Kumar Jhunjunwala. Therefore it is submit that the sale deed is proper and the petitioner is misrepresenting before this Tribunal. Therefore the petition is liable to be dismissed.
17. After considering various contentions raised by all the parties as briefly stated supra, the following main issues, apart from other issues, arise for consideration in the case:
1. Whether the Company petition is maintainable under section 397/398 of the Companies Act, 1956 in the light of allegation that the petitioner is not holding minimum 10 % shareholding of the Company, as prescribed under Company law;
2. Whether Respondent No. 2 to 4 have resigned as Directors of the Company and again re- appointed as additional Director as contended by the them
3. Whether the responded No. 5 as resigned as contended by the petitioner and the Company;
4. If the resignations are validly made and accepted by the Company, what is validity of impugned transactions made by them ;
5. Whether the Form 32 filed by Respondent No. 5 on 09-02-2005 is valid or not, in the light of his resignation as Director/Chairman made as early as on 18-12-2004;
6. If so, what is the relief, the petitioner is entitled for.
18. It is not in dispute that the Company was incorporated as a Private Limited Company on 09-08-1995 with two Directors namely Mr.Mahesh Kumar Kedia (R-2) and Mr.Jitender Kumar Kedia (Managing Director). Subsequently, the Company was converted into a Limited Company on 28-03-2003. Subsequently Umesh Kumar Kedia (R-3) was appointed as Director of the Company on 26-09-2002, Ajay Kumar Kedia (R-4) was appointed as Director on 08-04-2002 and resigned on 09-04-2003 and again re-inducted on 06-02-2004.However, the Respondent Nos. 2 to 4 have resigned as Directors of the Company with effect from 09-04-2004.
It is relevant to refer the documents filed in support of the resignation of Respondent No. 2 to 5.
Mr.Mahesh Kumar Kedia (R-2), Umesh Kumar Kedia (R-3) and Ajay Kumar Kedia (R-4) have addressed letters of even dated 28-02-2004 (Page No.73 to 75) by stating as follows:
"/ intend to resign from the post of director of the Company with immediate effect, due to my other preoccupations and engagement which need total attention, and request for accepting the same."
Accordingly, the Company has also filed Form 32 with the Registrar of Companies, u/s 303 (2) of the Companies Act, 1956 (Page No. 76 & 77). It is also intimated that GulzarilalKedia (R-5) was appointed as Additional Director with effect from 09-04-2004 and subsequently Gulzarilal Kedia (R-5) has also resigned as Director vide letter dated 18-12-2004 (Annexure -A5) (Page 77) while stating that he wanted to resign with immediate effect due to his other pre-occupations and engagement which need total attentions and request for accepting the same. After accepting the resignation, an appropriate form under section 303 (2) of the Companies Act, 1956 vide Form No.32 was filed with ROC duly intimating the resignation of Respondent No.5 and also intimating the appointment of Dr.Rajesh Kumar Agarwal as Additional Director (Page 78 & 79).
19. Mr.Gulzarilalkedia (R-5) has addressed a letter to the Registrar of Companies (Page 46 Annexure /R10 along with material papers filed along with R-1 Counter) by stating that he was appointed as a Director in M/s Sruti Agro Farms Limited by his son Jitender Kumar Kedia as elderly person on 09-04-2004, and resigned from the Company on 18-12-2004, consequently the Company has also filed Form 32. However he finds his names still appearing as the Director with the ROC records and thus requested the ROC to remove his name from the records with immediate effect from 18-12-2004. He has further filed an affidavit dated 08-08-2013 duly notarized (Page 47 Annexure R-11 with reply of R-1) by inter-alia stating that his sons namely Mahesh Kumar Kedia, Umesh Kumar Kedia & Jitender Kumar Kedia have been involved in some litigations regard to certain properties and Mahesh Kumar Kedia and Umesh Kumar Kedia continued as Directors for some time, and there after resigned as Directors and also sold away their shares/interest in the Company. He further stated that he was inducted into Board on 09-04-2004 and he was continued to be as such till he resigned on 18-12-2004. And the said changes duly communicate to the ROC in prescribed form 32 and he further stated that he came to know that fresh form 32 filed on 05-02-2005 stating that they were re-nominated as Directors on 05-02-2005 and Form 32 with his signature.
20. It is not in dispute that the respondent No. 2 to 5 have resigned their Directorship, and the question involves in the petition is whether respondent No.2 to 4 have been re-appointed as Addl. Directors. For appointment of Addl. Directors, there is prescribed procedure in the Memorandum and Articles of Association of the Company and the same is extracted below for ready reference:
104:- Subject to the provisions of section 260 of the Companies Act, 1956 the Directors may appoint Additional Director.
Appointment of Directors:-
97:- The Directors shall have power from time to time, and at any time to appoint any other persons to be Directors, but so that the total number of Directors shall not at any time exceed the maximum number fixed as above. But any Director so appointed shall hold office until the next following Annual General Meeting of the Company and shall then eligible for rejection.
That section 260 of the Companies Act, 1956 reads as under;
Section 260 in the Companies Act, 1956
260. Additional Directors. Nothing in section 255, 258 or 259 shall affect any power conferred on the Board of Directors by the articles to appoint additional directors: Provided that such additional directors shall hold office only to the date of the next annual general meeting of the Company: Provided further that the number of the directors and additional directors together shall not exceed the maximum strength fixed for the Board by the articles.
The corresponding provision viz. Section 161 of the Companies Act, 2013 reads thus;
The articles of a Company may confer on its Board of Directors the power to appoint any person, other than a person who fails to get appointed as a director in a general meeting, as an additional director at any time who shall hold office up to the date of the next annual general meeting or the last date on which the annual general meeting should have been held, whichever is earlier.
21. The respondent No. 2 to 4 , while admitting that they have resigned their posts of Directors of the Company, have merely contended that they have been re-appointed without substantiating their contentions in accordance with the said Articles of Association and the Company law. They have merely stated that they don't have records to substantiate their contentions since the entire records are under the control and possession of the Company headed by its Managing Director. The Respondent No 5, too, has simply denied that he has resigned. However, the evidence as discussed above, clearly shows that he has resigned position of Director of the Company. Therefore, the contentions raised by the respondent contrary to their resignations are baseless and un-tenable and they are liable to be rejected. Hence, they are hereby rejected.
22. So far as the transfer of shares in question is concerned, the Company has filed share transfer applications duly signed by Mahesh Kumar Kedia, Umesh Kumar Kediafr Ajay Kumar Kedia, Pankaj Kedia, and Vijender Kumar Kedia along with reply of Respondent No. 1 as Annexure R3/ R9/Page 17 to 44. It is also relevant to point out here that, as stated by the respondent Nos 2 to 5, the execution of share transfer forms are not disputed by them. Mr.Arun Kumar Malani, the learned counsel has also admitted that share transfer forms in question were executed. But only allegation is that those forms were signed blank and given them to the Jitender Kumar Kedia, Managing Director of the R-1 Company to use them in case of any exigency as the Company is a joint family run concern. And this contention is not at all tenable and the same is baseless and it is liable to be rejected. I have carefully examined the respective resignations letters and share transfer forms in question and found that there is no iota of doubt about their veracity. The allegations made contrary by the respondent No. 2 to 5 are afterthought with malafide intention to raise litigation so as to justify their impugned property transactions. It is also not in dispute that transactions of share transfers in question are already duly effected in the records of the Company and appropriate Form No. 32 was also filed with Registrar of Companies. The contention of the respondent that blank transfer forms have been executed and they were misused by Jitender Kumar Kedia to the advantage of his wife (Petitioner herein) is not at all tenable and thus it is liable to be rejected. Accordingly, the contention is rejected.
When the shares of the respondents are duly transferred to the petitioner as per the documents enclosed, the petitioner is admittedly holding the shares as claimed and thus the petition is maintainable.
23. The impugned share transfer forms dated 21-02-2006 is executed by Mahesh Kumar Kedia in the capacity of Director of Company in favour of M/s Kedia Overseas Limited representing by Ajay Kumar Kedia (his son) by selling 6 acres of property of the Company. Again another sale deed dated 07-10-2003 was executed in favour of Anil Kumar Jhunjunwala by transferring agricultural land admeasuring in area of Ac 2.35 gts in survey No. 504 (P) and 503.Admittedly, the property in question belongs to the Company and the Respondent No. 2 ceased to be a Director and there is no Board resolution to that effect. Therefore, these transactions are illegal and liable to be set aside.
24. It is also on record that the R-1 has filed a complaint to the ROC for filing fraudulent Form 32 on 03-11-2006 vide SR No. A0545800 on 09-02-2010. In pursuant to the above complaint, the Registrar of Companies has also issued notice vide reference No. RAP/PA/DROC (P)/2006 dated 08-12-2006 (Page 140 with CP) material papers by calling upon them to furnish the necessary document to prove their case. However they have not filed any document(s) to substantiate their bonafide of their transactions.
25. In the light of above facts and circumstances of the case, it is to be held that the respondent No. 2 to 5 having ceased to be Directors of the Company and also divested their investment by way of shares in Company, they have no locus standi to interfere in the affairs of Company. Therefore, all the impugned transactions made by Respondent No. 2 to 4, and their family members interest with respect to the properties of the Company mentioned supra are declared to be illegal and they are liable to be set-aside. Since all the concerned parties, in whose favour the impugned sale deed were executed have already made a party to the present CP, there is no further notice required to be issued to them before setting aside the impugned sale deeds. When the respondent No. 5 ceased to be Director of the Company, he cannot file Form No. 32 on 09.02.2005 with Registrar of Company. Therefore, the same is liable to be seaside with directions to the Registrar of Companies (Respondent No. 9) not recognise the same. It is also relevant to point here as stated supra, the resignation of Respondent No. 5, transfer of shares in question etc are affirmed by way evidence given by the second respondent before a court of law in OS No.931 of 2006. The contention of the respondent the evidence given in a suit cannot be relied upon in other proceedings like in the present proceedings cannot be accepted.
26. When the respondent No. 2 to ceased to be Directors and also shareholders, they cannot called any meeting of the Company and are not entitled for any notice for any meetings of the Company. When the respondent No. 2 to 5 have tried to call for Extraordinary General Meetings of the Company under Section 169 of the Companies for their appointments vide their notices issued in January, 2005, the Company has suitable given them suitable replies on 25.01.2005 by stating they are no longer shareholders to call any meetings.
27. It is also relevant to point here one of the instance as to how the respondent No. 2 is interfering and transferred the property of the Company without any authorisation. When the Company's dry agricultural land admeasuring an area of Ac.6-00 in Sy. No. 476/P situated at Manchirevula was duly transferred in favour of M/s Subham Transoceanc (P) Ltd on the basis of Regd. Document 10671/06 dated 31.07.2006 vide reference to pahani and mutation order vide No B/1606/07 dated 29.03.2008 was issue by cancelling the sale deed No. 2490/06 executed in favour of M/s Kedia Overseas Ltd earlier, M/s Media overseas Ltd rep by its Director Ajay Kedia , has filed appeal against the order to the Deputy Collector and Tahsildar, Rajendranagar, RR District. After considering the authority, which registered the property in question, and perusing the records, upheld the registration made in favour of M/s Shubham Trsoceanc Pvt Ltd. and also held that the property is in possession and enjoyment of M/s Subham. It also proves that the respondent No. 2 is resorting to various illegal things in the name of Company.
28. While the present Company petition is pending, and intervention application bearing CA No. 125 of 09 is filed by Kailash Narayan Bhangadia, under regulation 44 of CLB Regulations 1991 by inter-alia contending that he was illegally divested of his shares totalling 1,15,849 equity shares of Rs.107- each by the petitioner and Jitender Kumar, MD, and thus prayed the Tribunal to implead him as one of the respondents to the Company petition. He has further contended that aggrieved by the said act of illegal transfer of his shares, he has also filed CP No 43 of 2009. After considering the issue, the CLB vide its order dated 11th November, 2010 allowed the application impleading him as one of the respondent to the Company petition. Aggrieved by the said order dated 11.11.2010 of the of the CLB, the petitioner filed WP No. 5431 of 2011 before the Hon'ble High court of judicature of AP Hyderabad and the Hon'ble High court granted interim suspension as prayed for vide its order dated 7th March, 2011 passed in WP MP No. 6752 of 2011, and the writ petition is stated to be pending adjudication. Therefore, the Tribunal can proceed with the matter and decide it. So far as the other CP No. 43 of 2009 filed by said Narayan Bhangadiya is concerned, the Hon'ble High courts vide its order dated 25th August, 2010 passed in WP M.P.No. 26908 of 2010, has stayed all further proceedings in CP No. 43 of 2009, and the same is stated to be pending.
29. Mr.Ajay Kumar Kedia and 10 others have filed CA No.94of 2017 by seeking a direction to keep pending the present Company Petition until shareholding information of the Applicant (Mrs.AnithaKedia) is established. It is contended in the petition that CP is filed in August 2009 by seeking not to take cognizance of Form No.32 filed on 08.02.2005. So the petition was filed after lapse of more than 4 Vi years. And the said Form 32 was filed another Director of the Company namely Mr.GulzarilalKedia (R-5) and his name appearing in the Board of Directors in the annual returns dated 30.09.2005. The respondents already addressed a letter dated 12.08.2009 to the Jitender Kumar with a copy to the ROC, Hyderabad, seeking information regarding the state of affairs of the Company. However, no reply was given by Mr.Jitender Kumar Kedia.
This application is not maintainable and the issue raised in this application is substantially covered in the main issues raised, and thus it is liable to be dismissed.
30. It is relevant to point out here the scope of power of CLB/Tribunal as conferred under the Companies Act, 1956/2013. Section 402 is an illustrative and self contained but not substantive provision. The CLB may in exercise of the powers under section 402 (g) may provide for any other matter on just and equitable grounds only when the requirements of section 397/398 are duly satisfied by the aggrieved shareholders.
Similarly Section 397 (2) provides that an order could be made, to bring to an end the matters complained of, on an application made under sub-section (1) if the Court is of the opinion - (i) that the company's affairs are being conducted in a manner prejudicial to public interest or in a manner oppressive of any member or members and (ii) that the facts would justify the making of a winding up order on the ground that it was just and equitable that the company should be wound up, and (Hi) that the winding up order would unfairly prejudice the applicants.
By virtue of section 10E(1A), the CLB, being creature of law, shall exercise and discharge such powers and functions as may be conferred on it under the Act or any other law. The CLB, in exercise of the inherent powers under Regulation 44, not being a substantive provision, cannot go beyond section 10 E(1A) and consequently no order can be made providing for any matter on just and equitable ground under section 402(g), in the event of not making out any case of section 397/398.
31. The scheme of Sections 397 to 406 in Chapter V! of Part VI of the Companies Act, 1956 constitute a code by itself for granting appropriate relief to oppressed minority share-holders, a power of the widest amplitude. (Cosmosteels Private Limited Vs.Jairam Das Gupta, (1978) AIR SC 375). The court has very wide remedial powers if it concludes that the petition is well founded. Whatever remedy is sought by the petitioner, the court has to consider what order is appropriate at the time of the hearing and not what was appropriate at the time the petition was presented. In fashioning the appropriate relief, the Court must take account of facts which arose between the date of presentation of the petition and a finding by the court that the petition was well-founded. The Court has a general power to make such order as it thinks fit for giving relief in respect of the matter complained of, including the making of an order forbidding the Company from making any alterations, (either at all or of a specified kind), to the memorandum or articles of association without the leave of the Court. (Palmer's Company Law: Sweet 6t Maxwell).
32. The powers under section 402 are residuary in nature and are in addition to the powers available to the Company Law Board under Sections 397 and 398 of the Companies Act. (Manish Mohan Sharma Vs. Ram Bahadur Thakur Ltd, (2006) AIR SC 1690). The powers of the Court under Section 402 of the Companies Act are wide and, there under, the Court may make any order for the regulation of the conduct of the Company's affairs upon such terms and conditions as may, in the opinion of the Court, be just and equitable in the circumstances of the case. (Richardson and Cruddas Ltd. Life Insurance Corporation of India Vs. HaridasMundhra, (1959) AIR Calcutta 695). Technicalities cannot be permitted to defeat exercise of the equitable jurisdiction conferred by Section 402. (Needle Industries (India) Ltd. Vs. Needle Industries Newey (India) Holdings Ltd, (1981) AIR SC 1298).
33. Having regard to the object that is sought to be achieved by sections 397 and 398 read with section 402, the powers of the court there under cannot be read as subject to the provisions contained in the other chapters of the Companies Act, which deal with normal corporate management of a Company. The topic or subjects dealt with by Sections 397 and 398 are such that it becomes impossible to read any such restriction or limitation on the powers of the court acting under Section 402. Without prejudice to the generality of the powers conferred on the Court, Section 402 proceeds to indicate what types of orders the court could pass. Under Clause (a) of Section 402, the court's order may provide for the regulation of the conduct of the company's affairs in future and under Clause (g) the court's order may provide any ot
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her matter for which, in the provision should be made. An examination of the aforesaid sections brings out two aspects: first, the very wide nature of the power conferred on the court, and, second, the object that is sought to be achieved by the exercise of such power, with the result that the only limitation that could be impliedly read on the exercise sought to be achieved by those sections and, beyond this limitation which arises by necessary implication, it is difficult to read any other restriction or limitation on the exercise of the court's power. Further, Sections 397 and 398 are intended to avoid winding up of the Company if possible and keep it going while at the same time relieving the minority shareholders from acts of oppression and mismanagement or preventing the Company's affairs from being conducted in a manner prejudicial to public interest and, if that be the objective, the court must have the power to interfere with the normal corporate management of the company and to supplant the entire corporate management, or rather mismanagement, by resorting to non-corporate management which may take the form of appointing an administrator or a special officer or a committee of advisors etc, who would be in charge of the affairs of the Company. The court could even have a truncated from of corporate management if the exigencies of the case required it and any truncated form of corporate management can never conform to all the provisions dealing with corporate management. While acting under section 398, read with Section 402 of the Companies Act, the Court has ample jurisdiction and very vide powers to pass such orders and give such directions as it thinks fit to achieve the object and there can be no limitation or restriction on such power as requiring it to be exercised subject to the other provisions of the Act dealing with normal corporate management or that such orders and directions should be in accordance with such provisions of the Act. (Pramod Kumar Mittal Vs. Andhra Steel Corporation Ltd, (1985) 58 CompCas 772). No cannon of construction would permit an interpretation in which the statutory power of the Court for its exercise depends upon the vote of the members of the Company. (Cosmosteels Private Limited). The court, under section 398 read with Section 402 of the Act, can give appropriate directions which are contrary to the provisions of the Articles of the Company or the provisions of the Companies Act. (Debi Jhora Tea Co. Ltd Vs. Barendra Krishna Bhowmick, (1980) 50 CompCas 771); Constitution of an Advisory Board is within the competence of the Court under Section 402 of the Companies Act, 1956 (Richardson and Cruddas Ltd. Life Insurance Corporation of India Vs. HaridasMundhra, (1959) AIR Calcutta 695). On a true construction the Court has the widest possible jurisdiction and ample powers to bring about the desired result. The court can reframe or insert a new Article which would be in conflict with some of the provisions of the Act. (Pramod Kumar Mittal,1985 CompCas 772). 34. The above facts and circumstances of case clearly shows that the affairs of the Company are adversely affected by virtue of interference of Respondent No. 2 to 5, and thus creating chaotic situation leading to mis-management in the Company. And the facts available in the case would justify winding up the Company; however, it would prejudice petitioner, the Company and other shareholders and the public in general. Therefore it is a fit case to pass the appropriate orders by exercising powers conferred on the Tribunal by section 397/398 r/w 402 St 403 of the Companies Act, 1956, r/w section 241 Et 242 of the Companies Act, 2013. 35. It is a settled position of law that nobody can convey a better title than what one has. In the instant case, as discussed above, the respondent Nos. 2 to 5 have transacted several transactions , which are impugned in the present Company petition, without any authorisation of the Company. Therefore, the impugned transactions are liable to declared as illegal and void abintio. Since the beneficiaries of impugned transactions are made parties and heard. The Tribunal can pass orders about its validity. Since the properties transferred, as per the impugned proceedings, admittedly belong to the Company, the Tribunal is empowered to examine the validity of impugned property transactions. 36. In view of the above facts and circumstances of the case, and in the interest of justice, and by exercising powers conferred on the Tribunal, under Sections 397 and 398 R/w 402 and 403 of the Companies Act, 1956 R/w Section 241 and 242 of Companies Act, 2013, the Company petition bearing CP.No.69 of 2009 (TP No.43/HDB/2016) is disposed of with the following directions: 1) Hereby declared that the respondent Nos 2 to 4 herein ceased to be Directors of the Company with effect from 9.04.2004, and they have also ceased to be members of the Company; 2) Hereby declared that the Respondent No. 5 is also ceased to be a Director of the Company with effect from 18.12.2004; 3) Hereby set aside the impugned registered document Nos. 3440 of 2006, 6722 and 6723 of 2006 and unregistered sale deed vide file No. 791/AR/08 dated 07-01-2008, Registered document No. 3640 of 2008 and 143 of 2008 dated 10.01.2008 and another document Nos. 6720/2006 and 6721 of 2006 by declaring them as illegal and void abinito having been executed without any authority; 4) It is hereby directed the Registrar of Companies, (Respondent No. 9) to effect necessary changes with respect to the Board of Directors of the Company and not take cognizance of form No. 32 filed on 09.02.2005 and communicate the action taken to the petitioner and the Company within a period of three weeks from the date of receipt copy of order. CA No. 94 of 2017 is hereby dismissed as having no merits. No order as to cost.