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TMI Blog2011 (2) TMI 1293X X X X Extracts X X X X X X X X Extracts X X X X ..... ce with their status in the company petition. 2. The company petition is filed under sections 397 and 398 read with section 237(b) of the Companies Act, 1956 (hereinafter called "the Act") filed by the petitioners seeking to declare- (1)the impugned bifurcation effected by the respondents to the twenty-fifth respondent as illegal, void ab initio ; (2)the impugned annual general meeting dated 27-9-2008, 24-3-2009 and 30-9-2009, as illegal, non est; (3)the balance-sheet for the year ended 31-3-2009, as invalid ; (4)the appointment of the second respondent's daughter as being unfair and illegal ; (5)direct the twenty-fifth respondent to hand over all institutions, churches, assets, received under illegal bifurcation back to the company ; (6)an investigation into the affairs of the company to ascertain the extent of illegal and financial frauds committed by the respondents ; and (7)to appoint a new committee of management for the first respondent-company. 3. The first respondent is a company limited by guarantee and registered as a company "not for profit" formed for furthering the work of the Church of South India through several educational institutions, community colleges, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eting of the special executive committee of the SYNOD held on 8-1-2003. The petitioners submit that the bifurcation of the assets of the company is unauthorised, illegal and non est in law since there was no valid general meeting held as stated in Form No. 23. The petitioners challenge the bifurcation on several grounds. There are admittedly several disputes pending between the Diocese of Tirunelveli and its members regarding the election of the council and executive members of the diocese. In view of the disputes pending relating to the elections, the company was not in a position to hold regular board meetings or annual general meetings and file its statutory returns with the Registrar of Companies. The last annual general meeting was held on 26-6-2006. However, the respondents are falsely holding out that the annual general meeting for the year ended 31-3-2009, has been held on 1-9-2009. It is submitted that no board meeting or annual general meeting was either called for or convened with notice to the petitioners who are members of the company. A group of 58 persons filed a suit before the City Civil Court, Chennai and obtained an injunction restraining the Diocese of Tirunelve ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on the number as on 12-12-2005. The hon'ble High Court of Madras while permitting the Diocese of Tirunelveli to continue the administration, observed that the respondents therein, which include some of the petitioners herein, have played fraud on the courts below and obtained the order of status quo ante. It is alleged that having failed in the election, the respondents/petitioners have adopted the method of forum shopping and trying to supercede the order of the hon'ble High Court. 8. The petitioners (respondents in the company application) filed a counter statement to C.A. No. 118 of 2010 the brief averments of which are as under : The respondents in the company petition instead of filing their counters have filed the present application purely to divert the attention of this Bench as they have no explanation for the various acts of oppression and mismanagement in relation to the affairs of the company. Tinnelveily Diocesan Trust Association (respondent No. 1) has not disputed the status of the respondents as members and it is only the applicants, who are not connected with the affairs of respondent No. 1 who are disputing the membership status of the respondents. It is pointed ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s group proceeded with the election with undue haste, by excluding several pastorates, a few among being (1) the petitioners herein, (2) all Diocesan workers in the church council area, (3) six correspondents of educational institutions, etc. Various interim orders were passed in the above suits following which the hon'ble High Court of Madras considered the revision petitions filed against the interim orders. By order dated 18-8-2008, the hon'ble High Court disposed of the civil revision petitions by permitting the Diocese of Tirunelveli, represented by its Bishop, to continue the administration with the office bearers including the revision petitioners therein holding their respective posts. The relevant portion of the order is extracted below for easy reference : "The revision petitioners in C.R.P. (PD) Nos. 2527 to 2529 of 2008, the Diocese of Tirunelveli (CSI) is admittedly headed by its Bishop at Tirunelveli and he is the Chief Election Officer, as per Chapter X of the Constitution of Diocese of Tirunelveli. As such, he has produced a certified copy of the minutes maintained by the Diocese of Tirunelveli (CSI), wherein the names of the office-bearers elected have been stated ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 4-05, the respondents were compelled to file the returns for the subsequent years and that the delay, if any, is technical in nature and above all it has no connection with the Tirunelveli Diocese Council. It is also pointed out that the annual return is prima facie evidence of matters inserted therein as per section 164 of the Act. I see considerable force in the above submissions. Who are the executive committee members of the Tirunelveli Diocese Council on the date of the company petition is the issue before me. I have already held that the petitioners are not elected as members in the impugned election. As per the order of the hon'ble High Court, those who got elected in this election are permitted to continue the administration, pending adjudication in the civil suits. Till then, the petitioners have no locus standi to file this company petition. 14. In the result C.A. No. 118 of 2010 stands allowed to the above extent. C.A. No. 194 of 2010, filed by respondent No. 1 company seeking similar reliefs, also stands allowed. 15. For the reasons discussed above I have to hold the preliminary issue of maintainability under section 399 of the Act, against the petitioners. I do so. ..... X X X X Extracts X X X X X X X X Extracts X X X X
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