C.P. No. 102 of 2010. Case: C. Sindhulekha Vs Lekha Corporate Securities P. Ltd. and Others. Company Law Board

Case NumberC.P. No. 102 of 2010
CounselFor Appellant: Abraham Markos
JudgesKanthi Narahari, Member (J)
IssueCompanies Act, 1956 - Sections 159, 166, 220, 224, 285, 397, 398
Judgement DateDecember 24, 2012
CourtCompany Law Board

Order:

Kanthi Narahari, Member (J), (Chennai Bench)

  1. The present company petition has been filed under sections 397 and 398 of the Companies Act, 1956 (hereinafter called "the Act") praying this Bench, inter alia, to direct-- removal of respondents Nos. 2 to 5 from the board of directors of respondent No. 1 company, enquiry into the affairs of respondent No. 1 company from January 27, 2006 and hold respondents Nos. 2 to 5 responsible for any statutory violation with respect to its affairs, respondents Nos. 2 to 5 to produce all records and accounts pertaining to respondent No. 1 company before this hon'ble Board and issue orders for terminating the agreements made by the aforesaid respondents purporting to act as the directors of respondent No. 1 company and creating liability on it and for recovering damages sustained by respondent No. 1 company on account of wrongful and illegal acts of the aforementioned respondents. Shri Abraham Markos, learned counsel appeared on behalf of the petitioner submitted that respondent No. 1 company was incorporated on February 10, 2003, with two promoters, viz., Mrs. C. Pankajakshi and the petitioner herein. He submitted that the authorised share capital of the company was Rs. 20,00,000 divided into 2,000 equity shares of Rs. 1,000 each and each of the promoters held 1,000 equity shares of the company with its members having limited liability. He further submitted that respondents Nos. 2 to 4 were inducted into the board of directors on November 12, 2004 and the second respondent was later made the managing director of respondent No. 1 company. The fifth respondent was inducted into the board of directors of respondent No. 1 company on January 27, 2006 and respondents Nos. 2 to 5 hold 500 equity shares of Rs. 1,000 each. It is submitted that the second respondent was authorised to take a franchisee of M/s. Patric and Co., Ernakulam vide resolution dated October 12, 2005 of the board of directors of respondent No. 1 company. It was also resolved that the savings account No. 52635 of the second respondent with the Federal Bank, Pavyanur would be used as the franchisee account of respondent No. 1 company with effect from October 24, 2005, till the closing of the franchisee business with M/s. Patric and Co. An amount of Rs. 1,26,000 to be deposited with M/s. Patric and Co., for obtaining the franchisee was also issued by the first respondent-company to respondent No. 2. Respondent No. 1 company soon became...

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