C.P. No. 71/284/2012. Case: Torrent Power Ltd. Vs Sureshchandra V. Parekh and Another. Company Law Board
| Case Number | C.P. No. 71/284/2012 |
| Counsel | For Appellant: Suresh Chandra V. Parekh, Shareholder, Kunal Vajani and Ms. Payal Shah |
| Judges | Vimla Yadav (Member) |
| Issue | Code of Criminal Procedure, 1973 (CrPC) - Section 195; Companies Act, 1956 - Sections 10F, 165, 166, 167, 168, 169, 170, 171, 172, 173, 174, 175, 176, 177, 178, 179, 180, 181, 182, 183, 184, 185, 186, 187, 188, 189, 190, 191, 192, 193, 194, 195, 196, 197, 169, 170, 171, 172, 173, 188, 188(1), 188(2), 188(2)(a), 188(5), 190, 284, 284(4); ... |
| Citation | 2013 (113) CLA 664 (CLB), 2013 (177) CompCas 148 (CLB), 2013 (2) CompLJ 435 (CLB), 2013 (119) SCL 41 (CLB) |
| Judgement Date | June 15, 2012 |
| Court | Company Law Board |
Order:
Vimla Yadav (Member), (Mumbai Bench)
1. In this order I am considering C.P. No. 71/284/2012 filed by Torrent Power Ltd., against the respondents praying that (a) the petitioner-company be exempted from publication, circulation or reading out at the forthcoming general meeting, the said notice issued by the respondents, as the same seeks to abuse the process of law to secure needless publicity for defamatory matter and that direction be passed permanently restraining the respondents from, sending notices under section 284 of the Act to the petitioner-company raising the same issues; (b) direct the respondents and his/her family members not to indulge in misuse and abuse of the process of law, in future by serving notice under section 284 of the Act, for removal of Mr. Keki M. Mistry, director of the company on the same issue; (c) grant such other reliefs as it may deem proper in the matter; and (d) cost to the petitioner be allowed. C.A. No. 82 of 2012 was mentioned to amend the company petition to incorporate pleadings and prayers to attract the provisions of section 188 of the Act. The respondents' objections were heard and rejected on the ground that the objections are not tenable in law and in the facts of this case, the applicant has rightly attracted the provisions of section 188 of the Act which are applicable in this matter and even if the applicant had failed to attract the correct provisions, the petition is to be considered and adjudicated upon applying the correct provisions of the Act. Hence, C.A. No. 82 of 2012 stands allowed and C.P. No. 71/284/2012 stands amended to that effect incorporating the pleadings and prayers in C.A. No. 82 of 2012 into C.P. No. 71/284/2012.
2. The petitioner's case is that the respondents, have vide their letter dated January 1, 2012, sent a notice purportedly being a special notice within the meaning of section 190 of the Act wherein the respondents have expressed their intention to move, immediately or at the next annual general meeting of the petitioner-company the resolution as ordinary resolution for removal of Mr. Keki M. Mistry, director of the petitioner-company, under the provisions of section 284 of the Act on the alleged/fictitious ground that he is involved in wrong, illegal criminal cases filed at Mumbai against the respondents. It is pointed out that the respondents are holding 76 equity shares of Rs. 10 each representing 0.00001 per cent. of its total issued and paid-up share capital of the petitioner-company, which shareholding is "insignificant holding" and is pertinently below the statutory and numerical requirements of section 188 of the Act for any shareholder(s) to move any such resolution at any annual general meeting. It was argued that under section 188(5) of the Act the company in this matter is not bound to publish and circulate the proposed resolution of the requisitionists. It was pointed out that the respondents have, in the notice stated that the Housing Development Corporation Ltd. (HDFC) made allotment of 10 equity shares of Rs. 100 each under Folio No. N 41567 in the public issue in the year 1991. At the request of the respondents, HDFC split the said certificate of 10 equity shares into 10 certificates of 1 equity share each. The respondents have claimed that they made hand delivery of 8 equity share certificates of the 1 equity share each and 8 transfer deeds which was acknowledged by HDFC on October 8, 1992. Based on the above documents, the HDFC transferred the aforesaid 8 equity share certificates representing 8 equity shares as per the name of buyers in the transfer deeds and issued separate Folio Nos. 51109 to 51116. Subsequently, the HDFC also sent its annual reports for the above buyers under referred folios for the financial year 1992-93. The respondents have further claimed that the HDFC without any intimation, approval or written communication, unilaterally changed Folio Nos. 51111 to 51116 as Folio No. 51110. The respondents have also alleged that HDFC made corrections subsequently in the register of members of HDFC without any approval of the Registrar of Companies and/or the...
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