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2017 (11) TMI 889 - Tri - Companies LawOppression and mismanagement - Misuse of Digital signatures - Control of private key - eligibility of EGM - Held that:- Information Technology Act, 2000 and the Rules made there-under have provided enough safeguards and security in order to prevent misuse, tamper/fraudulently use etc of Digital Signature. Since the second Respondent has admittedly in possession of his Digital Signature with all keys and transacting with the same for subsequent transactions, which are convenient to him and his own family members, the allegation of its misuse by his elder brother namely Late Shri Anand Prakash Sanghi (the first Petitioner herein) is totally baseless and un-tenable and the same is hereby out rightly rejected. And the subsequent transactions especially with regard to impugned allotment of shares to the second Petitioner, his own family members and his group are declared as violation of Memorandum and Articles of Association of Respondent No. 1 Company. All these acts constitute acts of oppression and mismanagement as contended by the Petitioners on the part of Respondents. (1) The resolutions alleged to have been passed at the EGMs held on 19.03.2007 for non-recognizing the allotment of 20,00,000 shares that were allotted by the first Respondent Company on 01.03.1998 is hereby set aside with a consequential direction to the Registrar of Companies, Ministry of Corporate Affairs, Hyderabad,Telangana not to take on record the Form No.23 filed by the 2nd Respondent in this regard. (2) The resolutions alleged to have been passed at the EGM, alleged to have been held on 19/03/2007 for non-recognizing the allotment of 84,99,937 shares that were allotted by the first Respondent Company on 01/04/2006 is hereby set aside with a consequential direction to the Registrar of Companies, Ministry of Corporate Affairs, Hyderabad, Telangana, not to take on record the Form 23 filed by the Second Respondent in this regard; (3) The allotment of 45,00,000 shares and 84,99,937 shares that were alleged to have been allotted to the Respondent group on 19/03/2007 and 22/04/2006 respectively are hereby set aside with consequential direction to the Registrar of Companies, Ministry of Corporate Affairs, Hyderabad(Telangana) not to take on record the Forms 2 filed by the second Respondent in this regard; (4) Hereby directed the first Respondent Company to rectify the Register of Members reinstating the names of the Petitioners and to delete the names of the Respondent group with respect +to the shares alleged to have been allotted on 22/04/2006 and 19/03/2007; (5) The Registrar of Companies, Ministry of Corporate Affairs, Hyderabad, is hereby directed to take appropriate action(s) to carry out above directions immediately, after receipt of copy of this order and directed the Registry of NCLT to mark a copy of this order to the Registrar of Companies, Hyderabad. (6) The other reliefs, which are prayed in the Company petition, are hereby rejected as Petitioners are not entitled for those reliefs. (7) The Respondent No.1 Company and 2nd Respondent are hereby directed to follow all the extant provisions of Companies Act, 2013 and Memorandum and Articles of Association of the Company and also duly follow the Principles of Natural Justice in running the affairs of the Respondent No.1 Company without any deviation.
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