C.A. Nos. 118 and 194 of 2010 in C.P. No. 35 of 2010. Case: A. John Thanaraj and Ors. Vs Tinnelvelly Diocesan Trust Association and Ors.. Company Law Board
| Case Number | C.A. Nos. 118 and 194 of 2010 in C.P. No. 35 of 2010 |
| Judges | Lizamma Augustine, Member |
| Issue | Company Law |
| Citation | 2011 (164) CompCas 389 (CLB) |
| Judgement Date | February 14, 2011 |
| Court | Company Law Board |
Order:
Lizamma Augustine, Member, (Chennai Bench)
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In this order I am deciding C.A. Nos. 118 of 2010 and 194 of 2010. C.A. No. 194 of 2010 is filed by the first Respondent-company, and C.A. No. 118 of 2010 is filed by Respondent No. 25, Respondent No. 28, Respondent No. 30, Respondent No. 31, Respondent No. 32, Respondent No. 34, Respondent No. 35, Respondent No. 37, Respondent No. 38, Respondent No. 39, Respondent No. 42, Respondent No. 45, Respondent No. 46, Respondent No. 49, Respondent No. 55 and Respondent No. 57. The common prayer in the two applications is to hear the maintainability of the company petition as a preliminary issue. For the sake of convenience, parties are referred to in this order in accordance with their status in the company petition.
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The company petition is filed under Sections 397 and 398 read with Section 237(b) of the Companies Act, 1956 (hereinafter called "the Act") filed by the Petitioners seeking to declare--
(1) the impugned bifurcation effected by the Respondents to the twenty-fifth Respondent as illegal, void ab initio;
(2) the impugned annual general meeting dated September 27, 2008, March 24, 2009 and September 30, 2009, as illegal, non est;
(3) the balance-sheet for the year ended March 31, 2009, as invalid;
(4) the appointment of the second Respondent's daughter as being unfair and illegal;
(5) direct the twenty-fifth Respondent to hand over all institutions, churches, assets, received under illegal bifurcation back to the company;
(6) an investigation into the affairs of the company to ascertain the extent of illegal and financial frauds committed by the Respondents; and
(7) to appoint a new committee of management for the first Respondent-company.
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The first Respondent is a company limited by guarantee and registered as a company "not for profit" formed for furthering the work of the Church of South India through several educational institutions, community colleges, hospitals and special homes for the dire and the needy owned and run by it. Respondent No. 1 also owns lands exceeding 2,000 acres and other assets under its various organisations including churches.
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As per averments in the company petition, the Petitioners are members of Respondent No. 1 company since the year 2003 and the second and fourth Petitioners are also directors of the company. As on date of filing of the petition the company consisted of 33 members as per the annual return of the company for the year ending 2004 and the Petitioners who are members of the company constitute more than one-tenth of the company and are entitled to file and maintain the present petition.
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The second Respondent was the Bishop of Tirunelveli Diocese till August 12, 2009 and Respondent No. 58 has been illegally appointed as the Bishop. The third Respondent has been appointed as the secretary and treasurer of Respondent No. 1 company in an illegal manner. Respondent No. 69 is the Church of South India, an unregistered body having its office at Chennai. Respondent No. 70 is the Church of South India Trust Association, a company registered as a non-profit organisation. The Church of South India (Respondent No. 69) regulates the spiritual activities through "Diocese" which are unregistered bodies. Respondent No. 71 is a Diocese of Tirunelveli, an unregistered body, formed in 1896 and one among the twenty-one dioceses. Dioceses have been continuously managing the affairs of Respondent No. 1 company. The diocese is administered by its...
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