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TMI Blog2016 (11) TMI 167X X X X Extracts X X X X X X X X Extracts X X X X ..... point an independent auditor to conduct a forensic audit of RS India and Power Wind Ltd for Financial Years-2007-08, 2008-2009, 2009-10, 2010-11, 2011-12, 2012-13, 2013-14 and 2014-15 and submit a report to this Hon'ble Board. (c) direct RS India to produce all statutory records, books of accounts including ledgers, bank statement and all other records of RS India for verification and authentication by the office of Company Law Board and pass appropriate order for safekeeping such records. (d) Pass any such further orders as this Hon'ble Board may deem fit and proper in the facts of the case. 2. In the aforesaid application, the applicant precisely has contended that in terms of order dated 14/12/2015 of Company Law Board, the ap ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... reliefs as prayed for are allowed, the applicant apprehend that the company in complete control of Respondent-I may indulge in further fabrication of minutes and other statutory records. 3. Per Contra, Respondent-I has placed a chart based on allegations made in the application relating to the disputed ten minutes of the meetings. It was pointed out that in case of five disputed minutes, comparison has been made with unsigned copies of the minutes, which are not authentic. Learned Senior Counsel for Respondent-I contended that relations between the Petitioner and Respondent-I were very co-ordinal at the relevant time with their offices adjoined in the same building. Many a times draft minutes were given to the Petitioner who never asked f ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o harm and prejudice has been caused to the Petitioner. 4. We have heard learned counsel for the parties in detail and have perused the case records. There is no dispute that there are several discrepancies in the photocopy of the minutes of meetings placed on record. There are vital differences like changes in the agenda, in the presence of participants and in the text of the meetings. The two sets of photocopy of the minutes of meeting dated 31.03.2009, placed on record are not only different in its font size but the signatures appeared on the same are also different. Besides the text of Agenda 4 and Agenda 7 in one set of minutes has been differently numbered as Agenda 3 and Agenda 6 respectively, in the other set of minutes. Further se ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... inutes of the proceedings of Respondent 1 Company. The Companies Act is designed to ensure the authenticity of the minutes of meetings of the company. Under section 193 of the Companies Act, 1956 (Section 118 of Companies Act 2013), a Company is bound to keep minutes of proceedings of all meetings in accordance with the requirements of the provisions of the Act. Keeping the minutes as per the provisions is company's mandatory obligation and penalty has been prescribed for default in Section 193 of Companies Act, 1956. There has been more stringent provisions in case of tempering of the minutes. Section 118 (12) of Companies Act, 2013 provides that if a person is found guilty of tempering with the minutes of the proceedings of meeting, h ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... against Respondent-I company. The applicant has made out a strong case that a deeper probe in the affairs of the Respondent No. 1 Company is necessary. 8. It is relevant to refer here Section 213 of the Companies Act which envisages that:- "The Tribunal may:- (a) on an application made by- (i) not less than one hundred members or members holding not less than one tenth of the total voting power, in the case of a company having a share capital; or (ii) not less than one fifth of the persons on the company's register of members, in the case of a company having no share capital, and supported by such evidence as may be necessary for the purpose of showing that the applicants have good reasons for seeking an order for conducting an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on it is proved that:- (i) the business of the company is being conducted with intent to defraud its creditors, members or any other persons or otherwise for a fraudulent or unlawful purpose, or that the company was formed for any fraudulent or unlawful purpose; or (ii) any person concerned in the formation of the company or the management of its affairs have in connection therewith been guilty of fraud, then, every officer of the company who is in default and the person or persons concerned in the formation of the company or the management of its affairs shall be punishable for fraud in the manner as provided in section 447". 9. Applying the aforesaid provisions to the facts of present case there is no dispute that the applicant's s ..... X X X X Extracts X X X X X X X X Extracts X X X X
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