CP No. 30 (ND) of 2015. Case: Dinesh Dhabhai Vs Dadhikar Hotels (P.) Ltd. and Ors.. Company Law Board
| Case Number | CP No. 30 (ND) of 2015 |
| Counsel | For Appellant: Prakul Khurana, Samay Maheshwari and Sanjay Jhanwar, Advs. and For Respondents: Krishnendu Datta, Rajveer Shekhawat, Krishna Kumar and P.K. Kar, Advs. |
| Judges | B.S.V. Prakash Kumar, Member (J) |
| Issue | Company Law |
| Judgement Date | May 12, 2016 |
| Court | Company Law Board |
Order:
B.S.V. Prakash Kumar, Member (J), (New Delhi Bench)
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The petitioner filed this CP seeking various reliefs including declaring appointment of R3 as invalid and also resignation of R2 as director from R1-company as null and void. The petitioner submits that the petitioner and R2 are 50 percent shareholders each and promoter and founder directors of the company. The petitioner submits that on perusal of MCA portal, he noticed that Form DIR-12 dated 10th May, 2014, is showing R3, real brother of R2, appointed as director of R1-company with effect from 4th May, 2014 in an alleged meeting held on 4th May, 2014 and another Form DIR-12 dated 11th May, 2014 showing R2 resigned as director of R1-company with effect from 6th May, 2014. He says that Form DIR-12 reflecting appointment of R3 as director is showing as signed by R2 on 10th May, 2014, by which time, R2 was already shown as resigned on 6th May, 2014 in another Form DIR-12 dated 11th May, 2014. And this Form DIR-12 dated 11th May, 2014 showing as accepted by R3.
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The petitioner further says that even if version of the respondents is believed as true, then since R2 ceased to be the director in R-1-company on 6th May, 2014 itself; R2, on 11th May, 2014, could not have affixed his digital signature on Form DIR-12 regarding appointment of R3 as director, because by that time, according to the respondents, R2 already resigned on 6th May, 2014.
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The petitioner further submits that both the resignations of R2 as director and appointment of R3 as director was done without the approval and consent of the Board and also without following the procedure as laid down under provisions of Companies Act, 1956/2013 read with clause 11(iii) and clause 22 of the articles of association of R1-company.
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The petitioner has also levelled allegations against R2 and R3 for operating the account of R1-company in an unauthorised manner and siphoning huge amounts of money.
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R2, in his reply, while refuting the charges levelled against him, submits that R3, his real brother, in connivance with company's chartered accountant, misused his digital signatures for the purpose of uploading Form DIR-12 and an investor complaint form dated 19th July, 2014. R2 states that neither R3 was appointed as director of R1-company nor there was any meeting convened on 4th May, 2014 and that the alleged Form DIR-12 dated 10th May, 2014 was filed without the knowledge, consent, approval or authority of R2 and that R2 had never tendered his resignation from directorship of the company. R2 further submits that there was no Board meeting convened on 6th May, 2014, therefore, the question of acceptance of any alleged resignation does not arise.
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R2 submits that since R3, who is his real brother, was jobless, he helped him by allowing access to Dadhikar Fort Hotel in his absence. This Hotel is run by R1-company. R3, in greed to acquire the hotel, started planning a conspiracy and appointed himself as director of the company. R2 submits that R3 has unauthorisedly changed the content of the website of R1-company and has wrongly claimed himself as founder of Dadhikar Fort Hotel: these changes were done unilaterally by R3 without the knowledge of R2.
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Therefore, R2 submits that he was not associated with any alleged acts of oppression and mismanagement and that no order should be passed against R2.
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R2 submits that during the process of an oral family settlement between R2 and R3, R2 under the family pressure signed certain documents with an understanding that these documents would not be used in any manner since they were draft documents for finalising the family settlement. He thought that the petitioner would be taken into confidence and that settlement could be given effect to only with the consent/approval of the petitioner and R2. However, due to malicious intention of R3, family settlement could not be finalised and R3 fraudulently misused all draft documents signed by R2 and illegally removed R2 from directorship of R1-company and appointed himself as director of the company. After realising that R3 has misused his...
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