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2017 (3) TMI 824 - Tri - Companies LawMisuse of position by Directors - misuse of digital signature - Held that:- Appears from the record that the respondent nos.2 and 3 were nominees of the holding company in R-1 company, and they misused their position and that the R-1 company has reached to the stage of striking off and they have not disclosed this to the holding company and kept it completely in the dark regarding the affairs of the subsidiary company. It is also clear from the record that the petitioner company is a holding company of R-1 which holds more than 90% shares but does not have any management and control over the R1 company. It is evident that the respondent nos.2,3 and 4 were misusing their position and the company has reached to the stage of being struck off. This is also a clear case of mismanagement by Respondent nos.2 to 4, in R1 company which is a subsidiary company of the petitioner company. Therefore, the petitioner has sought the relief against the subsidiary company for restraining the respondent nos. 2 to 4 from using their digital signature in MCA portal and restraining them to represent themselves as Directors of R-1 company. On the basis of records available, it is clear that the respondent nos.2 to 4 have misused their position and the petitioner company in spite of being holding company of R-1 company is completely kept in dark regarding the affairs of the subsidiary company. Therefore, the Company Petition deserves to be allowed. Company Petition is hereby allowed and the respondent nos. 2,3 and 4 are restrained from representing themselves as Directors of the company and the Registrar of Companies is also directed to delete the names of the respondent nos. 2 to 4 from the Signatory details of MCA portal of R-1 company and further direction is being issued to allow the four Directors nominated by the holding company to file the form no.32/DIR-12 using the digital signature of any of them and to reflect the correct position in the Signatory details of MCA portal by showing the names of all four nominee directors of the holding company. The respondent nos.2,3 and 4 are also being directed to hand over the register, records, returns, books, documents pertaining to the affairs of the company which are in their possession. The respondent nos. 2,3 and 4 are further restrained from dealing with, disposing of, encumbering, alienating and/or transferring the properties, assets, investments of the company in any manner whatsoever.
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