CA No. 1/2013 in CP No. 92/2012. Case: August Builders & Contracts (India) Pvt. Ltd. and Ors. Vs C.J. Mathew. Company Law Board
| Case Number | CA No. 1/2013 in CP No. 92/2012 |
| Counsel | For Appellant: K.S. Ravichandran, PCS and For Respondents: Mohan Pulickkal, Advocate |
| Judges | Kanthi Narahari, Member (J) |
| Issue | Case No |
| Judgement Date | February 26, 2015 |
| Court | Company Law Board |
Order:
Kanthi Narahari, Member (J), (Chennai Bench)
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The present application is filed by the respondents to the main petition under section 403 of the Companies Act, 1956 read with Regulation 44 of the CLB Regulations, 1991 praying this Bench to dismiss the company petition on the ground that the petitioner failed to prove the statutory requirement contained in section 399 of the Act.
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It is submitted that the respondent herein claims to the subscribers to the Memorandum of Association of the company and claims to subscribe of 25,000 shares of the company. Further the claims to be one of the promoters and directors of the company. The respondent has to establish that he is holding the shares that would entitle him to invoke the jurisdiction of this Bench. The respondent has not produced any record, correspondence, share certificates or bank particulars for having paid any money to the company to show that he is holding and is entitled to be registered for the 25,000 shares as he claims to have already paid for those shares. Even the annual returns filed by him his name has not been shown as shareholder of the company. The respondent does not have any locus standi to invoke the statutory rights of shareholders u/s. 397 or 398 of the Companies Act. In view of the reasons the petition is not maintainable and liable to be dismissed. In support of the case the PCS relied upon a decision of CLB. Mumbai Bench in the matter of Sameer Goel Vs. Nijinoy Trading Pvt. Ltd. & Others reported.
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The respondent/petitioner filed a detailed counter to this application. It is submitted that the 2nd applicant had removed all the records including original share certificates kept in my drawer and subsequently manipulated the records to suit his dishonest, selfish ends. In view of the reason the respondent herein disabled from relying on the company records which are in the possession of the 2nd applicant. It is submitted that all the investments made by the respondent had been properly entered in the books of accounts of the company which were unauthorizedly removed by the 2nd applicant. The contention of the applicants that none of the annual reports filed by the respondent does not show his name as shareholder of the company is ludicrous, since the case of the respondent is that all the reports, forms and statutory returns filed by the applicants before the ROC are fabricated documents. There is no legal infirmity in filing the petition before this Bench as averred by the applicants. It is stated that from the perusal of Annexure A2 to the CP it can be seen that the 2nd applicant and the respondent were the only...
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