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2013 (9) TMI 779 - DELHI HIGH COURTProper Compliance of order - Appointment of Director - Oppression and Mismanagement u/s 397 and 398 of the Companies Act – Held that:- The delay in filing the Form was condoned by the order of the Court and the ROC was directed to accept the uploading of the digital version of Form 21. 20 - Having regard to the above circumstances, I am unable to see any wilful or intentional disobedience of the orders of the Court on the part of the respondents - Moreover, even the allotment of 3,333 shares was done in the meeting of the Board of Directors which took place on 20.8.2005 about which due notice was given to the petitioner - In its order dated 31.5.2005, the allotment was made amongst 6 shareholders of the company including the petitioner - In its order the Court had granted liberty to the respondent company to make allotment of these shares in accordance with law. There was no disobedience of the orders of the Court - The compliance with the orders of the court took some time on account of technical problems which were beyond the company’s control - It was therefore not possible to impute any contumacious conduct on the part of the respondents - They have made all efforts, bonafide to comply with the orders of the court. There were a few other allegations by the petitioner - He had objected to the appointment of Lt. Col. Rajiv Kohli - He was an ex-serviceman who was inducted as an additional director only with the permission of the Director Resettlement, Ministry of Defence - His appointment was confirmed in the annual general meeting. The petitioner’s claim that all actions of the respondent company prior to the judgment of this Court on 31.5.2005 should be recalled and that inasmuch as they were not recalled there was disobedience, was without any force - There was no such direction in the judgment - Even otherwise, section 290 of the Companies Act takes care of the situation - It says that all acts done by a director shall be valid, notwithstanding that his appointment was afterwards discovered or declared to be invalid - The actions of Satish K Thapar, civilian director, cannot therefore be held invalid - Those actions cannot therefore be recalled - there was no merit in the contempt petition – Decided against Petitioner.
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