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2019 (4) TMI 2109 - MADRAS HIGH COURTFraud - mis-appropriation - falsification of records - conspiracy - It is alleged in the complaint that the fabric stocks worth about Rs. 8,32,14,000/- hypothecated to the State Bank of India was removed by the petitioners between 2014 to November 2016, without the knowledge and permission of the bank and other Directors - mismanagement of the sister group of companies - Suppression of facts - HELD THAT:- Admittedly, there is a dispute between them regarding the management which has culminated into MOU, later not honoured by both the parties. The 1st petitioner has made a specific declaration that it has become invalid. In the said circumstances, when any member of the company has any grievance or complaint about oppression or mismanagement, he should have resorted to an application to the tribunal as contemplated under Section 241 of the Companies Act-2013. Under Section 206 of the Companies Act-2013, the Registrar of the Company, based on the information received by him can seek for explanation, production of document and conduct enquires. If the Registrar is satisfied on the basis of information available with him or furnished to him or on a representation made to him by any person that the business of a company is being carried on for a fraudulent or unlawful purpose or not in compliance with the provisions of this Act, he can proceed with inquiry - Thus, it is very clear that while dealing with the affairs of a company, if any person abuse the position with intend to deceive, to gain undue advantage from, or to injure the interests of, company or its shareholders or its creditors or any other person, he deemed to have committed fraud. In the complaint, it is not only alleged that by his act of commission and omission the petitioners had caused loss to the 2nd respondent but also it is alleged that the bank has declared the company as NPA [Non Performing Asset]. It is alleged that the mismanagement has caused loss of several crores, therefore interest of the bank is also involved. If the allegations are true, the gravity of the offence is grave and fit to be investigated by the Serious Fraud Investigation Organisation which is empowered to investigate offence of this nature, as per Section 212 of the Companies Act - From the complaint, as well as the petition, there is enough material to infer that the mismanagement does not stop with one company namely M/s. M.C. Spinners Pvt. Ltd., but also all other sister concern, in which the 1st petitioner and 2nd respondent, their family members are involved. The forgery alleged in the transfer of vehicles also not confined to the petitioners and M/s. M.C. Spinners Pvt. Ltd. This Court of the opinion that the complaint under Section 156(3) of the Cr.P.C. before the Judicial Magistrate and seeking registration of the complaint by the Inspector of Police, CCB, Coimbatore, itself an outcome of mala fide intention to pressurize the petitioners to part away their right of Managing the Company. Having resorted to the provisions of Companies Act and filed a C.P. Nos. 27 and 28 of 2015, before the Company Law Board, Chennai, it is clear that the 2nd respondent and his sons, who are the shareholders and Directors of sister concern are aware of the new enactment and the redressal procedures contemplated under the new Act. The Criminal Original Petition is Allowed.
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