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2022 (7) TMI 15 - HC - Companies LawAppointment of Additional Director - it is alleged that pursuant to the Board Minutes, the petitioner no.1/Company had appointed Mr. Bakshi as an Independent Director and made an incorrect declaration in the aforesaid Form DIR-12 that Mr. Bakshi was appointed as Additional Director - Section 149 of the Companies Act - HELD THAT:- It is clear that the court concerned has not disclosed in the impugned order as to how he satisfied about prima facie case against the accused persons and what are the grounds for proceeding against the accused persons. The said order is not only very cryptic but also does not reflect that he has applied his mind. The order has been passed in a very casual and routine manner. Needless to say that the well settled principle of law is that the final purpose of a criminal proceeding is to secure justice and to prevent the abuse of process of law. The subsequent documents along with the resolutions if taken at its face value makes, it is abundantly clear that Mr. Bakshi was appointed as an Additional Director and there was no intention on the part of the petitioners to appoint him as an “Independent Director” nor any attempt was made to project him as “Independent Director”. One single statement that his consent was taken as “Independent Director” cannot be construed that the board of Directors had actually appointed him as “Independent Director” and not as “additional Director”. Accordingly, the allegations levelled in the complaint appears to be absurd and inherently improbable and if a prudent person tests is applied then the inevitable conclusion would be that there is no chance of conviction as there is nothing to show that the alleged “false statement” was made knowing it to be false or any omission of material fact was made knowing it to be material in order to deceive someone or to gain any undue advantage from the company or it’s share holders or it’s creditors, in order to attract the relevant sections. The ultimate conclusion is that if the present proceeding is allowed to be continued in view of the aforesaid facts and circumstances of the case, that will be an abuse of process of court because the allegations levelled in the complaint is absurd and inherently improbable in view of the documents available in the record including the Annexures - Application allowed.
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